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
Sources: Merger Agreement (Enterprise Products Partners L P), Merger Agreement (Duncan Energy Partners L.P.), Merger Agreement (Enterprise GP 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
Sources: Merger Agreement, Merger Agreement (Ubs Ag/Ny), Merger Agreement (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
Sources: Merger Agreement (Riggs National Corp), Merger Agreement (Sterling Financial Corp /Pa/), Merger Agreement (PNC Financial Services Group 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, 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
Sources: Merger Agreement (Texas Regional Bancshares Inc), Merger Agreement (Texas Regional Bancshares Inc), Merger Agreement (Mid-State Bancshares)
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
Sources: Merger Agreement (Us Bancorp /Or/), Merger Agreement (First Bank System Inc), Merger Agreement (First Bank System Inc)
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
Sources: Merger Agreement (City Holding Co), Merger Agreement (Community Financial Corp /Va/), Merger Agreement (City Holding Co)
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
Sources: Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (Colony NorthStar, 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
Sources: Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (Colony NorthStar, 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 3 contracts
Sources: Merger Agreement (Eagle Bancshares Inc), Agreement and Plan of Combination (North American Mortgage Co), Merger Agreement (Cotton States Life Insurance Co /)
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
Sources: Merger Agreement (Northstar Realty Finance Corp.), Merger Agreement (Colony Capital, Inc.), Merger Agreement (Barrack Thomas Jr)
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
Sources: Merger Agreement (Central Pacific Financial Corp), Merger Agreement (Cb Bancshares Inc/Hi)
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
Sources: Merger Agreement (Mb Financial Inc /Md), Purchase and Assumption Agreement (Michigan Community Bancorp LTD)
Ordinary Course. Conduct the business of it the Company 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 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 reasonably be expected to have a Material Adverse EffectEffect upon the Company's ability to perform its obligations under this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Admiralty Bancorp Inc), Merger Agreement (Royal Bank of Canada \)
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
Sources: Merger Agreement (Us Bancorp \De\), Merger Agreement (Piper Jaffray Companies 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, 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
Sources: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Smithtown Bancorp Inc)
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
Sources: Merger Agreement (NuStar Energy L.P.), Agreement and Plan of Merger
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
Sources: Merger Agreement (Popular 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
Sources: Agreement and Plan of Combination (Dime Bancorp 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
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
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
Ordinary Course. Conduct the business of it the Company and its Subsidiaries other than in the ordinary and usual course (provided, however, that the Company shall terminate the use of its trading account) 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
Sources: Merger Agreement (Dime Bancorp Inc)
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
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
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
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