Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3: (a) engage in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends); (b) (i) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d)); (c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise; (d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent Stock; or (e) agree to, or make any commitment to, take any of the actions prohibited by this Section 6.3.
Appears in 2 contracts
Samples: Merger Agreement (Surewest Communications), Merger Agreement (Consolidated Communications Holdings, Inc.)
Parent Forbearances. Except During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 6.3 5.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, Agreement or as required by applicable law, rule law or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:):
(a) engage amend the Parent Articles or the Parent Bylaws in any material repurchase ofa manner that would materially and adversely affect the holders of Company Common Stock, or any recapitalization or adversely affect the holders of Company Common Stock relative to other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares holders of Parent Stock (other than Parent’s regular quarterly cash dividends)Common Stock;
(b) (i) alter through mergeradjust, liquidationsplit, reorganizationcombine or reclassify any capital stock of Parent, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage make, declare or pay any extraordinary dividend, or make any other extraordinary distribution on, any shares of Parent Common Stock;
(c) merge or consolidate itself or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC with any other person, or restructure, reorganize or completely or partially liquidate or dissolve itself or any such Subsidiaries;
(d) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger;
(e) take any action that is intended or expected to result in any of the conditions to the Merger set forth in Section 7.1 or Section 7.3 not being satisfied;
(f) take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay prevent or impede the consummation of, or otherwise adversely affect, Merger from qualifying as a “reorganization” within the Mergers or any meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent StockCode; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 2 contracts
Samples: Merger Agreement (CapStar Financial Holdings, Inc.), Merger Agreement (Old National Bancorp /In/)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date hereof to the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or with the prior written consent of the Company (such consent not to the Effective Timebe unreasonably withheld, delayed or conditioned), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:
(a) engage amend the Parent Certificate or Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergeradjust, liquidationsplit, reorganization, restructuring combine or in reclassify any other manner the corporate structure or organization capital stock of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d))Parent;
(c) without limiting take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise)Effective Time, or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions conditions to the Integrated Mergers set forth in Article VII not being satisfied, or the expiration or termination in a violation of any waiting period under the HSR Act or other Law, (ii) increase the risk provision of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwiseAgreement;
(d) adopt take any amendments action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Certificate Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Incorporation Section 368(a) of the Code;
(e) make, declare or Bylaws pay any extraordinary dividend on the capital stock of Parent (except (A) dividends on shares of Parent Preferred Stock, or similar organizational documents (B) regular quarterly cash dividends at a rate not in excess of $0.17 per share of Company Common Stock);
(f) take any of Subsidiary of Parent) which action that is intended to, would alter any or would be reasonably likely to prevent or materially delay the consummation of the terms of Parent Stocktransactions contemplated hereby; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 2 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Partners Bancorp)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or as consented to in writing by the Company (such consent not to be unreasonably withheld), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:
(a) engage amend the Parent Certificate or Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergeradjust, liquidationsplit, reorganization, restructuring combine or in reclassify any other manner the corporate structure or organization capital stock of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d))Parent;
(c) without limiting take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise)Effective Time, or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions conditions to the Integrated Mergers set forth in Article VII not being satisfied, or the expiration or termination in a violation of any waiting period under the HSR Act or other Law, (ii) increase the risk provision of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwiseAgreement;
(d) adopt take any amendments action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Certificate Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Incorporation Section 368(a) of the Code;
(e) make, declare or Bylaws of Parent (or similar organizational documents of pay any of Subsidiary extraordinary dividend on the capital stock of Parent;
(f) which take any action that is intended to, would alter any or would be reasonably likely to prevent or materially delay the consummation of the terms of Parent Stocktransactions contemplated hereby, except, in every case, as may be required by applicable Law; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 2 contracts
Samples: Merger Agreement (Two River Bancorp), Merger Agreement (Oceanfirst Financial Corp)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or earlier termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule or, as expressly contemplated or permitted by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:withheld):
(a) engage amend the Parent Articles or the Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Merger to the holders of Company Class A Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergermake, liquidationdeclare or pay any dividend, reorganization, restructuring or in make any other manner the corporate structure or organization of Parent or (ii) engage in distribution on, any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to (except regular quarterly cash dividends by Parent at a rate not in excess of the amount set forth in Section 3.1(d)5.3(b) of the Parent Disclosure Schedule);
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining ofenter into agreements with respect to, or materially increase the risk of not obtainingconsummate, any authorizationsmergers or business combinations, consents, orders, declarations or approvals any acquisition of any Governmental Entity necessary to consummate the Mergers other person or any of the other Transactions business or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk make capital contributions to, or investments in, any other person, in each case of any Governmental Entity entering an order prohibiting clauses (i) and (ii), that would reasonably be expected to prevent or materially delay the consummation of the Mergers or any of the transactions contemplated by this Agreement Merger, or (iii) increase the risk adopt or publicly propose a plan of not being able to remove any complete or partial liquidation or resolutions providing for or authorizing such order on appeal a liquidation or otherwisea dissolution, in each case, of Parent;
(d) adopt take any amendments action that is intended or expected to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter result in any of the terms conditions to the Merger set forth in Section 7.1 or 7.3 not being satisfied, except as may be required by applicable law;
(e) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger and the Upstream Merger from qualifying as a “reorganization” within the meaning of Parent StockSection 368(a) of the Code; or
(ef) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 2 contracts
Samples: Merger Agreement (Synovus Financial Corp), Merger Agreement (FCB Financial Holdings, Inc.)
Parent Forbearances. Except During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 6.3 5.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, Agreement or as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:withheld):
(a) engage amend the Parent Charter or the Parent Bylaws in any material repurchase of, a manner that would adversely affect the economic benefits of the Merger to the holders of Company Common Stock or any recapitalization or adversely affect the holders of Company Common Stock relative to the other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares holders of Parent Stock (other than Parent’s regular quarterly cash dividends)Common Stock;
(b) (i) alter through mergeradjust, liquidationsplit, reorganizationcombine or reclassify any capital stock of Parent, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage make, declare or pay any extraordinary dividend, or make any other extraordinary distribution on, any shares of Parent Common Stock;
(c) incur any indebtedness for borrowed money (other than indebtedness of Parent or any of its wholly owned Subsidiaries to Parent or any of its Subsidiaries) that would reasonably be expected to prevent Parent or its Subsidiaries from assuming the Company’s outstanding indebtedness;
(d) (i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger, or (ii) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Parent;
(e) take any action that is intended or expected to result in any of the conditions to the Merger set forth in Section 7.1 or 7.3 not being satisfied
(f) take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay prevent or impede the consummation ofMerger and the Upstream Merger, or otherwise adversely affecttaken together, from qualifying as a “reorganization” within the Mergers or any meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent StockCode; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 2 contracts
Samples: Merger Agreement (Franklin Financial Network Inc.), Merger Agreement (FB Financial Corp)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:):
(a) engage in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers Merger or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers Merger or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d))Stock;
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers Merger or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers Merger or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent Stock; or
(e) agree to, or make any commitment to, take any of the actions prohibited by this Section 6.3.
Appears in 2 contracts
Samples: Merger Agreement (Enventis Corp), Merger Agreement (Consolidated Communications Holdings, Inc.)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or as consented to in writing by the Company (such consent not to be unreasonably withheld), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:
(a) engage amend the Parent Certificate or Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Integrated Mergers to the holders of Company Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergeradjust, liquidationsplit, reorganizationcombine or reclassify any capital stock of Parent, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in make, declare or pay any action or enter into any transaction or series of transactionsdividend, or permit make any action other distribution on, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except regular quarterly cash dividends or dividends paid by any of the Subsidiaries of Parent to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers Parent or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d)its wholly-owned Subsidiaries);
(c) without limiting take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise)Effective Time, or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions conditions to the Integrated Mergers set forth in Article VII not being satisfied, or the expiration or termination in a violation of any waiting period under the HSR Act or other Law, (ii) increase the risk provision of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwiseAgreement;
(d) adopt take any amendments action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Certificate Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of ParentSection 368(a) which would alter any of the terms Code;
(e) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of Parent Stockthe transactions contemplated hereby, except, in every case, as may be required by applicable Laws; or
(ef) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or earlier termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedules, as expressly contemplated or permitted by this Agreement or as required by law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:):
(a) engage amend the Parent Articles or Parent Bylaws in any material repurchase ofa manner that would adversely affect the economic benefits of the Merger to the holders of Company Common Stock or materially change the rights, terms or any recapitalization or other change, restructuring or reorganization with respect to, preferences of the Parent Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) adjust, split, combine or reclassify any capital stock of Parent;
(ic) alter through mergertake any action that would reasonably be expected to materially and adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform Parent’s covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis;
(d) make, liquidationdeclare, reorganization, restructuring pay or in set aside for payment any other manner dividend on or with respect to the corporate structure or organization capital stock of Parent or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice;
(iie) engage in enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business without providing prior notice of such transaction to the Company;
(f) take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay prevent the consummation of, or otherwise adversely affect, Merger from qualifying as a “reorganization” within the Mergers or any meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent StockCode; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Parent Forbearances. Except During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, Agreement or as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries Parent Bank to, without the prior written consent of the Company Seller (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:):
(a) engage amend the Parent Articles or Parent Regulations in any material repurchase of, a manner that would materially and adversely affect the economic benefits of the Merger to the holders of Seller Common Stock or any recapitalization or adversely affect the holders of Seller Common Stock relative to other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares holders of Parent Stock (other than Parent’s regular quarterly cash dividends)Common Stock;
(b) (i) alter through mergercompletely or partially liquidate, liquidationsell substantially all of its assets, reorganization, restructuring or in merge or consolidate with any other manner person if as a result of such merger or consolidation Parent no longer owns all of the corporate structure or organization equity securities of Parent Bank or its successor or as a result of such merger or consolidation those persons who collectively own Parent Common Stock immediately prior to such merger or consolidation do not own a majority of the voting power in the election of directors of the surviving or resulting entity;
(iic) engage in knowingly take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability of Seller or its Subsidiaries to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or by the Bank Merger Agreement or to perform its covenants and agreements under this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or thereby;
(d) take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay prevent the consummation of, or otherwise adversely affect, Merger from qualifying as a “reorganization” within the Mergers or any meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent StockCode; or
(e) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Parent Forbearances. Except During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 6.3 5.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, Agreement or as required by applicable law, rule or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:withheld):
(a) engage amend the Parent Certificate or Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Merger to the holders of Company Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergeradjust, liquidationsplit, reorganizationcombine or reclassify any capital stock of Parent, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in make any action or enter into distribution on, any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.1(d)(except regular quarterly cash dividends by Parent at a rate not in excess of 20% of quarterly diluted adjusted EPS of Parent Common Stock);
(c) without limiting the generality incur any indebtedness for borrowed money (other than indebtedness of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers Parent or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers its wholly-owned Subsidiaries to Parent or any of its Subsidiaries) that would reasonably be expected to prevent Parent or its Subsidiaries from assuming the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwiseCompany’s outstanding indebtedness;
(d) (i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business or (ii) make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger, or (iii) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Parent;
(e) take any amendments action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Certificate of Incorporation or Bylaws of Parent Effective Time, (or similar organizational documents of any of Subsidiary of Parentii) which would alter any of the terms conditions to the transactions contemplated hereby set forth in this Agreement not being satisfied, (iii) a material violation of Parent Stockany provision of this Agreement except as may be required by applicable law or regulation, or (iv) a material and adverse delay in or impair consummation of the transactions contemplated hereby;
(f) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
(g) other than in the ordinary course of business (including to comply with changes to Tax laws), make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any amended material Tax Return, enter into any closing agreement with respect to Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any material right to claim a refund of Taxes; or
(eh) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Samples: Merger Agreement (RBB Bancorp)
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated by this Agreement (including as set forth in the Parent Disclosure Schedule), as required by Law or as consented to in writing by the Company (such consent not to be unreasonably withheld), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:
(a) engage amend the Parent Certificate or Parent Bylaws in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent a manner that would adversely affect the economic benefits of the Merger to the holders of Company Common Stock, including payment of any dividend or other distribution in respect to shares of Parent Stock (other than Parent’s regular quarterly cash dividends);
(b) (i) alter through mergeradjust, liquidationsplit, reorganization, restructuring combine or in reclassify any other manner the corporate structure or organization capital stock of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d))Parent;
(c) without limiting take any action that is intended to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise)Effective Time, or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions conditions to the Merger set forth in Articles 7, 8 or the expiration 9 not being satisfied, or termination in a violation of any waiting period under the HSR Act or other Law, (ii) increase the risk provision of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwiseAgreement;
(d) adopt take any amendments action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Certificate Merger, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Incorporation Section 368(a) of the Code;
(e) make, declare or Bylaws of Parent (or similar organizational documents of pay any of Subsidiary extraordinary dividend on the capital stock of Parent;
(f) which take any action that is intended to, would alter any or would be reasonably likely to prevent or materially delay the consummation of the terms of Parent Stocktransactions contemplated hereby, except, in every case, as may be required by applicable Law; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its Board of Directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective TimeTime or earlier termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedules, as expressly contemplated or permitted by this Agreement or as required by law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:
): (a) engage amend the Parent Articles or Parent Bylaws in a manner that would adversely affect the economic benefits of the Merger to the holders of Company Common Stock or materially change the rights, terms or preferences of the Parent Common Stock; (b) adjust, split, combine or reclassify any material repurchase of, capital stock of Parent; (c) take any action that would reasonably be expected to materially and adversely affect or materially delay the ability to obtain any recapitalization necessary approvals of any Regulatory Agency or other changeGovernmental Entity required for the transactions contemplated hereby or to perform Parent’s covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis; (d) make, restructuring declare, pay or reorganization set aside for payment any dividend on or with respect to Parent Common Stock or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice; (e) enter into agreements with respect to, Parent Stockor consummate, including payment any mergers or business combinations, or any acquisition of any dividend other person or other distribution in respect business without providing prior notice of such transaction to shares of Parent Stock the Company; (other than Parent’s regular quarterly cash dividends);
(bf) (i) alter through merger, liquidation, reorganization, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay prevent the consummation of, or otherwise adversely affect, Merger from qualifying as a “reorganization” within the Mergers or any meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock Code; or (yg) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquiretake, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent Stock; or
(e) agree to, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.3.5.3. ARTICLE VI ADDITIONAL AGREEMENTS 6.1
Appears in 1 contract
Samples: Merger Agreement (Cascade Bancorp)
Parent Forbearances. Except During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 6.3 5.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, Agreement or as required by applicable law, rule law or regulation, or by any Governmental Entity, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries (to the extent applicable below) to, without the prior written consent of the Company (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:):
(a) engage amend the Parent Charter or the Parent Bylaws in any material repurchase ofa manner that would materially and adversely affect the holders of Company Common Stock, or any recapitalization or adversely affect the holders of Company Common Stock relative to the other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to shares holders of Parent Stock (other than Parent’s regular quarterly cash dividends)Common Stock;
(b) (i) alter through mergeradjust, liquidationsplit, reorganization, restructuring combine or in reclassify any other manner the corporate structure or organization capital stock of Parent or (ii) engage make, declare or pay any extraordinary dividend, or make any other extraordinary distribution on, any shares of Parent Common Stock;
(c) merge or consolidate itself or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC with any other person, or restructure, reorganize or completely or partially liquidate or dissolve itself or any such Subsidiaries;
(d) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person or business that would reasonably be expected to prevent, impede or materially delay the consummation of the Mergers;
(e) take any action that is intended or expected to result in any of the conditions to the Mergers set forth in Section 7.1 or Section 7.3 not being satisfied;
(f) take any action or enter into any transaction or series of transactions, or permit knowingly fail to take any action where such action or failure to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), act could reasonably be expected to delay the consummation of, prevent or otherwise adversely affect, impede the Mergers or any from qualifying as a “reorganization” within the meaning of Section 368(a) of the other Transactions, including (x) withdrawing or modifying, in a manner adverse to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or (y) engaging in any action or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the Mergers or any of the other Transactions or the expiration or termination of any waiting period under the HSR Act or other Law, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent StockCode; or
(eg) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or similar governing body in support of, any of the actions prohibited by this Section 6.35.3.
Appears in 1 contract
Parent Forbearances. Except as set forth in Section 6.3 of the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable law, rule or regulation, or by any Governmental Entity, during During the period from the date of this Agreement to the Effective Time, except as Previously Disclosed, as expressly contemplated or permitted by this Agreement or as required by applicable Law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which consent shall not to be unreasonably withheld or delayed); provided, however, that consent of the Company shall be deemed to have been given if the Company does not object within five (5) business days from the date on which request for such consent is provided by Parent to the Company pursuant to the requirements of Section 10.3:withheld):
(a) engage in any material repurchase of, or any recapitalization or other change, restructuring or reorganization with respect to, Parent Stock, including payment of any dividend or other distribution in respect to (i) Other than shares of Parent Common Stock issuable upon exercise of Parent stock options outstanding on the date hereof and Permitted Issuances, issue, sell or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of its stock or any securities or obligations convertible or exercisable for any shares of its stock or (ii) other than Parent’s regular quarterly cash dividends);Permitted Issuances, grant, extend or modify any Rights to any Person to acquire any shares of its stock.
(b) Amend the Parent Articles or Parent Bylaws or similar governing documents of any of its Subsidiaries in a manner that would adversely affect the Company, the stockholders of Company or the transactions contemplated by this Agreement.
(ic) alter through mergerNotwithstanding anything herein to the contrary, liquidationtake, reorganizationor willfully omit to take, restructuring or in any other manner the corporate structure or organization of Parent or (ii) engage in any action or enter into any transaction or series of transactions, or permit any action to be taken or transaction or series of transactions to be entered into, that, in the case of either clause (i) or clause (ii), could that would reasonably be expected to delay the consummation of, or otherwise adversely affect, the Mergers or result in any of the other Transactions, including (x) withdrawing or modifying, in a manner adverse conditions to the Company, the approval by the Parent Board of this Agreement, the Mergers or the issuance of Parent Stock or Merger set forth in Article VII not being satisfied.
(yd) engaging in Take any action that is intended to or entering into any transaction or series of transactions, or permitting any action to be taken or transaction or series of transactions to be entered into, that could would reasonably be expected to delay or otherwise adversely affect the funding of the full amount of the Debt Financing or materially delay (x) the ability of Parent and Merger Subs to pay the aggregate amount of cash consideration for the shares of Company Common Stock determined pursuant to Article III (including the aggregate Cash Consideration and cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d));
(c) without limiting the generality of Section 6.2(b), acquire (whether through merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, obtain any material amounts of assets of or any equity in any Person or any business or division thereof, unless such acquisition or agreement would not (i) impose any delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or necessary approvals of any Governmental Entity necessary Authority required for the transactions contemplated hereby or to consummate perform its covenants and agreements under this Agreement, (y) the Mergers or any status of the other Transactions transactions contemplated hereby as a reorganization for purposes of Section 368(a) of the Code or the expiration or termination of any waiting period under the HSR Act or other Law, (iiz) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Mergers or any of the transactions contemplated by this Agreement or (iii) increase the risk of not being able to remove any such order on appeal or otherwise;
(d) adopt any amendments to the Certificate of Incorporation or Bylaws of Parent (or similar organizational documents of any of Subsidiary of Parent) which would alter any of the terms of Parent Stock; orAgreement.
(e) agree toAgree to take, or make any commitment toto take, take or adopt any resolutions of the Parent Board in support of, any of the actions prohibited by this Section 6.34.03.
Appears in 1 contract
