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 8 contracts
Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)
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: Agreement and Plan of Merger (MFB Corp), Agreement and Plan of Merger (First Oak Brook Bancshares Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Cullen Frost Bankers Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (BayCom Corp), Agreement and Plan of Reorganization and Merger (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: Agreement and Plan of Merger (Citizens Community Bancorp Inc.), Stock Purchase Agreement (Citizens Community Bancorp Inc.), Agreement and Plan of Merger (Umb Financial Corp)
Ordinary Course. (i) 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 intact its business organization, keep available the present services of its employees organization and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom advantageous business relations exist.relationships;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Great Lakes Bancorp Inc), Agreement and Plan of Merger (First Chester County Corp), Agreement and Plan of Merger (First Keystone Corp)
Ordinary Course. Conduct its business other than in the ordinary and usual course or, to the extent consistent with past practice or therewith, 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 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 3 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/), Agreement and Plan of Merger (City Holding Co)
Ordinary Course. Conduct its business and the business of its Subsidiaries other than in the ordinary and usual course of business consistent with past practice or fail to use reasonable best efforts to preserve intact its business organizationorganizations, keep available the present services of and material assets and maintain its material rights, franchises, authorizations 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 3 contracts
Samples: Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Barrack Thomas Jr)
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: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Agreement and Plan of Merger (Hawthorne 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: Agreement and Plan of Merger (Commercial Capital Bancorp Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Simplicity Bancorp, Inc.), Agreement and Plan of Merger (HomeStreet, Inc.)
Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use all commercially reasonable best efforts consistent with past practice and its policies as in effect on this date of this Agreement, to preserve its business organization, keep available the present services of its officers and employees (except in the case of terminations of officers and employees for cause) and preserve for itself and Parent First Foundation the goodwill of the customers of the Company and its Subsidiaries and others with whom business relations exist.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (First Foundation Inc.), Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (First Midwest 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 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: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Byline 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: Agreement and Plan of Merger (Washington Federal Inc), Shareholder Agreement (First Mutual Bancshares Inc)
Ordinary Course. (i) 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 organization, keep available the present services of its employees organization and preserve for itself and Parent the goodwill of the customers of the Company and its Subsidiaries and others with whom advantageous business relations exist.relationships;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Slippery Rock Financial Corp), Agreement and Plan of Merger (NSD Bancorp 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Santa Lucia Bancorp), Agreement and Plan of Merger (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 (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
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 1 contract
Samples: Agreement and Plan of Merger (Southern California Bancorp \ CA)
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
Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or or, to the extent consistent therewith, 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 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 1 contract
Samples: Agreement and Plan of Merger (Atlantic Coast 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 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
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
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 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 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: Agreement of Merger (Plumas 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: Agreement and Plan of Merger (First Place Financial Corp /De/)
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
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
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
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 1 contract
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 and in compliance with all Regulatory Agreements 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 Opus the goodwill of the customers of the Company CFC and its Subsidiaries and others with whom business relations exist.
Appears in 1 contract
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.. (b)
Appears in 1 contract
Samples: Shareholder Agreement (First National Lincoln Corp /Me/)
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
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: Shareholder 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 and others with whom business relations exist.
Appears in 1 contract
Samples: Shareholder Agreement (American Financial 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 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: Agreement and Plan of Merger (First Community Bancshares Inc /Nv/)
Ordinary Course. Conduct its business other than in the ordinary and usual course consistent with past practice or or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizationorganizations and assets and maintain its rights, keep available the present services of its 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 1 contract
Samples: Agreement and Plan of Merger (FCB Financial 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 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: Agreement and Plan of Reorganization (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 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: Agreement and Plan of Reorganization (Eastern Virginia Bankshares 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 1 contract
Samples: Agreement and Plan of Reorganization and Merger (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 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: Employment 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, 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.)