Ordinary Course. Conduct the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Enterprise Products Partners L P), Agreement and Plan of Merger (Duncan Energy Partners L.P.), Agreement and Plan of Merger (Inergy Holdings, L.P.)
Ordinary Course. Conduct the business of it the Company and its Subsidiaries other than in the ordinary and usual course course, or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill organizations and assets and maintain its rights, franchises and existing relations with clients, customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Preferred Funding Co LLC I), Agreement and Plan of Merger (Ubs Americas Inc)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Riggs National Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (Sterling Financial Corp /Pa/)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to materially impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Texas Regional Bancshares Inc), Agreement and Plan of Merger (Mid-State Bancshares), Agreement and Plan of Merger (Texas Regional Bancshares Inc)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent of business consistent therewith, with past practice or fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill and material assets and maintain its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees suppliers and business associates, or take any action that would have a Material Adverse Effect.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)
Ordinary Course. Conduct the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectadversely affect its ability to perform any of its material obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Us Bancorp /Or/), Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (First Bank System Inc)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent of business consistent therewith, with past practice or fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill and material assets and maintain its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Barrack Thomas Jr)
Ordinary Course. Conduct the its business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill organizations and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
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 the business of it the Company and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 3 contracts
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Merger (Cotton States Life Insurance Co /), Agreement and Plan of Merger (Eagle Bancshares Inc)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent of business consistent therewith, with past practice or fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill organizations and material assets and maintain its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees suppliers and business associates, or take any action that would have a Material Adverse Effect.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Provident Bankshares Corp)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to materially impair its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Pacific Financial Corp), Agreement and Plan of Merger (Cb Bancshares Inc/Hi)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice or fail to use commercially reasonable best efforts to maintain and preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to materially impair or delay its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Smithtown Bancorp Inc)
Ordinary Course. Conduct the business of it the Company and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates; or, subject to the restriction in Section 4.01(o)(3), engage in any material new activities or take lines of business or make any action that would have a Material Adverse Effectmaterial changes to their existing activities or lines of business.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Royal Bank of Canada \), Agreement and Plan of Merger (Centura Banks Inc)
Ordinary Course. Conduct the business of it the Company and its Subsidiaries other than in the ordinary and usual course course, or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with clients, customers, suppliers, employees and business associates, ; engage in any new activities or lines of business; or take any action that would reasonably likely to have a Material Adverse Effectan adverse affect upon the Company's ability to perform any of its material obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Bancorp \De\), Agreement and Plan of Merger (Piper Jaffray Companies Inc)
Ordinary Course. Conduct its business and the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to impair materially its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amegy Bancorporation, Inc.), Agreement and Plan of Merger (Zions Bancorporation /Ut/)
Ordinary Course. Conduct the business of it its and its Subsidiaries Subsidiaries’ business other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse EffectEffect with respect to the Partnership or NSH as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NuStar Energy L.P.), Agreement and Plan of Merger
Ordinary Course. Conduct the its business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice or fail to use commercially reasonable best efforts to (i) preserve intact in any material respect its business organizations, goodwill organizations and assets and (ii) maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effectreasonably likely to impair Seller's ability to perform any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Mb Financial Inc /Md), Purchase and Assumption Agreement (Michigan Community Bancorp LTD)
Ordinary Course. Conduct the business of it and its Subsidiaries the Company other than in the ordinary and usual course course, or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact any of its business organizations, goodwill organizations and assets and maintain its rights, franchises and existing relations with clients, customers, correspondents, independent contractors, suppliers, employees and business associates, ; or take engage in any action that would have a Material Adverse Effectnew lines of business.
Appears in 1 contract
Ordinary Course. Conduct the business of it and the Company or any of its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its any of their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with clients, customers, correspondents, independent contractors, suppliers, employees and business associates, ; or take engage in any action that would have a Material Adverse Effectnew lines of business.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Reorganization (Vital Images Inc)
Ordinary Course. Conduct the business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse EffectEffect with respect to Partners or Holdings as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn Virginia GP Holdings, L.P.)
Ordinary Course. Conduct the its business of it and its Subsidiaries other than in the ordinary and usual course consistent with past practice or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill organizations and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlantic Coast Financial CORP)
Ordinary Course. Conduct the its business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice; fail to use commercially reasonable best efforts to (i) preserve intact in any material respect its business organizations, goodwill organizations and assets and (ii) maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, ; or take any action that would have a Material Adverse Effectreasonably likely to impair Seller's ability to perform any of its obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southern Missouri Bancorp Inc)
Ordinary Course. Conduct the business of it the Company and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice or fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or ; take any action that would reasonably be expected to have a Material Adverse EffectEffect upon the Company.
Appears in 1 contract
Ordinary Course. Conduct the its business of it and its Subsidiaries other than in the ordinary and usual course consistent with past practice or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its business organizations, goodwill organizations and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.)
Ordinary Course. Conduct its and each of the Company Subsidiaries' business of it and its Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, with past practice or fail to use commercially reasonable its best efforts to maintain and preserve intact its and each of the Company Subsidiaries' business organizations, goodwill organization and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Mergers (Covenant Bancorp Inc)
Ordinary Course. Conduct the business of it the Company and its --------------- Subsidiaries other than in the ordinary and usual course or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact its their business organizations, goodwill organizations and assets and maintain its their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action that would have a Material Adverse Effect.
Appears in 1 contract
Samples: Dime Bancorp Inc
