Common use of Ordinary Course Clause in Contracts

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 9 contracts

Samples: Merger Agreement (Bancorp Connecticut Inc), Merger Agreement (First National Lincoln Corp /Me/), Merger Agreement (Banknorth Group Inc/Me)

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Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to (i) preserve intact its business organization, keep available the present services of properties, and assets and (ii) maintain its rights, franchises and existing relations with customers, suppliers, employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations existassociates.

Appears in 6 contracts

Samples: Merger Agreement (MFB Corp), Merger Agreement (Mb Financial Inc /Md), Merger Agreement (Mutualfirst Financial Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve intact its business organizationorganizations and assets and maintain its rights, keep available the present services of franchises and authorizations and its existing relations with customers, suppliers, employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations existassociates.

Appears in 5 contracts

Samples: Merger Agreement (Summit Bancshares Inc /Tx/), Merger Agreement (M&t Bank Corp), Merger Agreement (Cullen Frost Bankers Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other parties the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 4 contracts

Samples: Merger Agreement (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp), Merger Agreement (First Foundation Inc.)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve intact its business organizationorganizations and assets and maintain its rights, keep available the present services of franchises and authorizations and its existing relations with customers, suppliers, vendors, employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations existassociates.

Appears in 3 contracts

Samples: Merger Agreement (Citizens Community Bancorp Inc.), Stock Purchase Agreement (Citizens Community Bancorp Inc.), Merger Agreement (Umb Financial Corp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company Parent and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Commercial Capital Bancorp Inc), Merger Agreement (Hawthorne Financial Corp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all Laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other party hereto, the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees (except in the case of terminations of employees for cause) and preserve for itself and Parent PPBI the goodwill of the customers of the Company HEOP and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Heritage Oaks Bancorp), Merger Agreement (Pacific Premier Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent Washington Federal the goodwill of the customers of the Company First Mutual and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Washington Federal Inc), Merger Agreement (First Mutual Bancshares Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company Hawthorne and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Commercial Capital Bancorp Inc), Merger Agreement (Hawthorne Financial Corp)

Ordinary Course. Conduct its business or the business of any Subsidiary other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent HomeStreet the goodwill of the customers of the Company Simplicity and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Simplicity Bancorp, Inc.), Merger Agreement (HomeStreet, Inc.)

Ordinary Course. Conduct its respective business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other parties the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees organization and preserve for itself and Parent HEOP the goodwill of the customers of the Company PPBI and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Heritage Oaks Bancorp), Merger Agreement (Pacific Premier Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available and in accordance with the present services of its employees policies and preserve for itself and Parent the goodwill of the customers procedures of the Company and its Subsidiaries in effect as of the date thereof or fail to use commercially reasonable efforts to preserve intact its business organizations and others assets and maintain its rights, franchises and authorizations and its existing relations with whom customers, suppliers, vendors, Governmental Authorities, employees, business relations existassociates and shareholders.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Byline Bancorp, Inc.)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and commercially reasonable business and banking practices or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent Purchaser Parties the goodwill of the its customers of the Company and its Subsidiaries and others with whom material business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (Santa Lucia Bancorp), Merger Agreement (Mission Community Bancorp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent First Place the goodwill of the customers of the Company Franklin and its Subsidiaries and others with whom business relations exist.

Appears in 2 contracts

Samples: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Franklin Bancorp Inc Mi)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available and in accordance with the present services of its employees policies and preserve for itself and Parent the goodwill of the customers procedures of the Company and its Subsidiaries in effect as of the date hereof or fail to use commercially reasonable efforts to preserve intact its business organizations and others assets and maintain its rights, franchises and authorizations and its existing relations with whom customers, suppliers, vendors, Governmental Authorities, employees, business relations existassociates and shareholders.

Appears in 2 contracts

Samples: Merger Agreement (FCB Financial Holdings, Inc.), Merger Agreement (First Midwest Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all applicable Laws and prudent business and banking practices, or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other parties the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Plumas Bancorp)

Ordinary Course. Conduct its respective business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its respective business organization, keep available the present services of its employees and preserve for itself and Parent the other parties hereto the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (BayCom Corp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent PPBI the goodwill of the customers of the Company and its Subsidiaries FAB and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Pacific Premier Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries Target Bank and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (PCB Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent FCBI the goodwill of the customers of the Company and its Subsidiaries PBV and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancshares Inc /Nv/)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice practices or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent OPOF the goodwill of the customers of the Company and its Subsidiaries CNB and others with whom business relations exist.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Point Financial Corp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice practices or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent EVBS the goodwill of the customers of the Company and its Subsidiaries VCB and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Eastern Virginia Bankshares Inc)

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Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other parties the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (First Foundation Inc.)

Ordinary Course. Conduct its business other than in the ordinary and usual course of business consistent with past practice or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees organization and fail to preserve for itself and Parent Seller the goodwill of the customers of the Company Purchaser Parent and its Subsidiaries and others with whom material business relations exist.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees (except in the case of terminations of employees for cause) and preserve for itself and Parent F&M the goodwill of the customers of the Company DELTA and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Farmers & Merchants Bancorp)

Ordinary Course. Conduct its business other than in the ordinary --------------- and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (American Financial Holdings Inc)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in accordance with the policies and procedures of the Company and its Subsidiaries in effect as of the date hereof or fail to use reasonable best efforts to preserve intact its business organizationorganizations and assets and maintain its rights, keep available the present services of its employees franchises and preserve for itself and Parent the goodwill of the customers of the Company authorizations and its Subsidiaries existing relations with customers, suppliers, vendors, Governmental Authorities, employees, business associates and others with whom business relations exist.Stockholders. Table of Contents

Appears in 1 contract

Samples: Merger Agreement (LendingClub Corp)

Ordinary Course. Conduct its business their respective businesses other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent each other the goodwill of the their respective customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Manhattan Bancorp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent First Place the goodwill of the customers of the Company Northern and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (First Place Financial Corp /De/)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, maintain its regulatory authorizations, permits and licenses, keep available the present services of its employees and preserve for itself and Parent Acquiror the goodwill of the customers of the Company MortgageIT and its Subsidiaries and others with whom business relations existSubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (MortgageIT Holdings, Inc.)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers and clients of the Company and its Subsidiaries IPC and others with whom business relations exist.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent FCBI the goodwill of the customers of the Company CCFC and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancshares Inc /Nv/)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries Southland Bank and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Vineyard National Bancorp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice and in compliance with all laws and prudent business and banking practices, or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the other parties hereto, the goodwill of the its customers of the Company and its Subsidiaries and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (BayCom Corp)

Ordinary Course. Conduct its business the Business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent FCBI the goodwill of the customers and clients of the Company and its Subsidiaries GIG and others with whom business relations exist.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries Rancho Bank and others with whom business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Vineyard National Bancorp)

Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable best efforts to preserve its business organization, keep available the present services of its employees (except in the case of terminations of employees for cause) and preserve for itself and Parent SHBI the goodwill of the customers of the Company Severn and its Subsidiaries and others with whom material business relations exist.

Appears in 1 contract

Samples: Merger Agreement (Severn Bancorp Inc)

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