Common use of Parent Forbearances Clause in Contracts

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, as set forth in Section 5.3 of the Parent Disclosure Schedule or as required by law or regulation or 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 Seasons, which consent shall not be unreasonably withheld or delayed: (a) amend its certificate of incorporation, bylaws or similar governing documents, other than to increase the authorized capital stock of Parent or to change the par value of the Parent Common Stock; (b) except in satisfaction of debts previously contracted, make any material acquisition of, or investment in, assets or stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parent; (c) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) take any action that is intended or may reasonably be expected 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 Effective Time, or any of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement; or (e) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of SeasonsWithout limiting Section 5.1, during the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule and except as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, Target (which consent shall not be unreasonably withheld or delayed:withheld): (a) amend its certificate take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Mergers, taken together, from qualifying as a reorganization within the meaning of incorporation, bylaws or similar governing documents, other than to increase the authorized capital stock of Parent or to change the par value Section 368(a) of the Parent Common StockCode; (b) except in satisfaction of debts previously contracted, make any material acquisition of, or investment in, assets or stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parent; (c) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) take any action that is intended or may reasonably be is expected 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 Effective Time, or any of the conditions to the Merger set forth in Sections 7.1 and 7.3 Article VII not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement, except as required by applicable law; (c) amend the Parent Charter or the Parent Bylaws in a manner that would materially and adversely affect the holders of the Target Common Stock, or adversely affect the holders of the Target Common Stock relative to other holders of Parent Common Stock; (d) adjust, split, combine or reclassify any Parent Capital Stock or make, declare or pay any extraordinary dividend on or extraordinary redemption of any Parent Capital Stock; (e) 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 Target’s or its Subsidiaries’ outstanding indebtedness; (f) acquire or make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity, other than in a wholly owned Subsidiary of Parent, except for transactions in the ordinary course of business or in a transaction that, together with such other transactions, is not reasonably likely to cause the Closing to be materially delayed or the receipt of the Requisite Regulatory Approvals to be prevented or materially delayed; (g) merge or consolidate itself or any of its material Subsidiaries with any other person or engage in any similar business combination transaction (i) where it or its material Subsidiary or another of its Subsidiaries, as applicable, is not the surviving person or (ii) if the merger, consolidation or transaction is reasonably likely to cause the Closing to be materially delayed or the receipt of the Requisite Regulatory Approvals to be prevented or materially delayed, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its material Subsidiaries; (h) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the transactions contemplated hereby or by the Bank Merger Agreement or, except as otherwise set forth herein, the Requisite Parent Vote or to perform its covenants and agreements under this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or thereby; or (ei) agree toto take, or make any commitment toto take, take or adopt any resolutions of its board of directors or a committee thereof in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedule, as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during (including the period from the date of this Agreement to the Effective TimePandemic Measures), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which the Company (such consent shall not to be unreasonably withheld withheld, conditioned or delayed:): (a) amend its certificate the Parent Charter or the Parent Bylaws in a manner that would materially and adversely affect the holders of incorporationthe Company Common Stock, bylaws or similar governing documents, adversely affect the holders of the Company Common Stock relative to other than to increase the authorized capital stock of Parent or to change the par value holders of the Parent Common Stock; (b) except in satisfaction of debts previously contractedadjust, make split, combine or reclassify any material acquisition of, or investment in, assets or capital stock of Parent or make, declare or pay any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect extraordinary dividend on any capital stock of Parent; (c) implement incur any indebtedness for borrowed money (other than indebtedness of Parent or adopt any change in of its accounting methods, practices wholly-owned Subsidiaries to Parent or policies, except as may any of its Subsidiaries) that would reasonably be required by GAAP expected to prevent Parent or regulatory accounting principles its Subsidiaries from assuming the Company’s or applicable law, in each case as concurred in by Parent’s independent public accountantsits Subsidiaries’ outstanding indebtedness; (d) take any action where such action or failure to act could reasonably be expected to prevent the Merger and the Holdco Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (e) take any action that is intended or may reasonably be expected likely 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 Effective Time, or any of the conditions to the Merger set forth in Sections Section 7.1 and or Section 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreementtimely manner, except as may be required by applicable law; 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedules, as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which the Company (such consent shall not to be unreasonably withheld withheld, conditioned or delayed: ): (a) amend its certificate the Parent Articles or Parent Bylaws in a manner that would adversely affect the economic benefits of incorporation, bylaws the Merger to the holders of Company Common Stock or similar governing documents, other than to increase the authorized capital stock of Parent or to materially change the par value rights, terms or preferences of the Parent Common Stock; ; (b) except in satisfaction of debts previously contractedadjust, make split, combine or reclassify any material acquisition of, or investment in, assets or capital stock of Parent; (c) take any other person to the extent action that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parent; (c) implement materially and adversely affect or adopt materially delay the ability to obtain any change in its accounting methods, practices necessary approvals of any Regulatory Agency or policies, except as may be other Governmental Entity required by GAAP for the transactions contemplated hereby or regulatory accounting principles or applicable law, in each case as concurred in by to perform Parent’s independent public accountants; covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis; (d) make, declare, pay or 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, 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 that is intended or may knowingly fail to take any action where such action or failure to act could reasonably be expected to result in any prevent the Merger from qualifying as a “reorganization” within the meaning of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or any Section 368(a) of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied Code; or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement; 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 5.3.. ARTICLE VI ADDITIONAL AGREEMENTS 6.1

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or the earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedule, as expressly contemplated by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasonsthe Company, which consent shall not be unreasonably withheld withheld, conditioned or delayed: (a) amend its certificate of incorporation, bylaws the Parent Certificate or similar governing documents, other than to increase Parent Bylaws in a manner that would adversely affect the authorized capital stock of Parent or to change the par value economic benefits of the Parent Integrated Mergers to the holders of Company Common Stock; (b) except in satisfaction (i) adjust, split, combine or reclassify any capital stock of debts previously contractedParent or (ii) make, declare or pay any dividend, or make any material acquisition ofother distribution on, any shares of its capital stock or investment inany 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, assets including any increase in such quarterly cash dividends or stock dividends paid by any of the Subsidiaries of Parent to Parent or any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parentof its wholly owned Subsidiaries); (c) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) take any action that is intended or may reasonably be expected 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 Effective Timerespect, or in any of the conditions to the Merger Integrated Mergers set forth in Sections 7.1 and 7.3 Article VII not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (d) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (e) take any action that would reasonably be expected to adversely affect or delay in any material respect 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; 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, 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 the Parent Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law, Parent shallshall not, and shall cause each not permit Parent Bank to, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed): (a) amend the Parent Articles or Parent Regulations in a manner that would materially and adversely affect the economic benefits of the Merger to the holders of Seller Common Stock or adversely affect the holders of Seller Common Stock relative to other holders of Parent Common Stock; (b) completely or partially liquidate, sell substantially all of its assets, or merge or consolidate with any person if as a result of such merger or consolidation Parent no longer owns all of the 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; (c) 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 toto 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 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; (e) conduct its business other than in the regular, use its reasonable best efforts ordinary and usual course consistent with past practice; fail to (i) use reasonable best efforts to maintain and preserve intact its business organization, properties, leases, employees and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would to the extent such actions could reasonably be expected to materially adversely affect prevent the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth Merger from being consummated in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in accordance with this Agreement, as set forth in Section 5.3 of the Parent Disclosure Schedule or as required by law or regulation or 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 Seasons, which consent shall not be unreasonably withheld or delayed: (a) amend its certificate of incorporation, bylaws or similar governing documents, other than to increase the authorized capital stock of Parent or to change the par value of the Parent Common Stock; (b) except in satisfaction of debts previously contracted, make any material acquisition of, or investment in, assets or stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parent; (c) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (df) take any action that is intended to or may reasonably be expected 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 Effective Time, or in any of the conditions to the Merger set forth in Sections 7.1 and 7.3 Article VII not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement; 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, 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, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, as set forth in Section 5.3 of the Parent Disclosure Schedule Schedule, as expressly contemplated by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective TimeLaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which the Company (such consent shall not to be unreasonably withheld withheld, conditioned or delayed:): (a) amend its certificate of incorporation, bylaws the Parent Certificate or similar governing documents, other than to increase Parent Bylaws in a manner that would adversely affect the authorized capital stock of Parent or to change the par value economic benefits of the Integrated Mergers to the holders of Company Common Stock or adversely affect the holders of Company Common Stock relative to other holders of Parent Common Stock; (b) except in satisfaction of debts previously contractedadjust, make split, combine or reclassify any material acquisition of, or investment in, assets or capital stock of Parent or make, declare or pay any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect extraordinary dividend on any capital stock of Parent; (c) implement incur any indebtedness for borrowed money that would reasonably be expected to prevent Parent or adopt its Subsidiaries from assuming the Company’s or its Subsidiaries’ outstanding indebtedness; provided that this clause (c) shall not limit or restrict the ability of Parent or any change in of its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountantsSubsidiaries to issue any subordinated debt securities; (d) take any action that is intended or may reasonably be expected 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 Effective Timerespect, or in any of the conditions to the Merger Integrated Mergers set forth in Sections 7.1 and 7.3 Article VII not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (e) make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity, in each case, in excess of $5,000,000, other than in any wholly owned Subsidiary of Parent, and except for transactions in the ordinary course of business or in a transaction that, together with such other transactions, is not reasonably likely to cause the Closing to be materially delayed or the receipt of the Requisite Regulatory Approvals to be prevented or materially delayed; (f) merge or consolidate itself or any of its Subsidiaries with any other person (i) where it or its Subsidiary, as applicable, is not the surviving person or (ii) if the merger or consolidation is reasonably likely to cause the Closing to be materially delayed or the receipt of the Requisite Regulatory Approvals to be prevented or materially delayed, or restructure or reorganize in any material manner or completely or partially liquidate or dissolve it or any of its Subsidiaries; (g) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (h) knowingly take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability of Parent 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; or (ei) 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, 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, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in expressly contemplated by this Agreement, Agreement (including as set forth in Section 5.3 of the Parent Disclosure Schedule or Schedule), as required by law Law or regulation or any Governmental Entity, during as consented to in writing by the period from the date of this Agreement Company (such consent not to the Effective Timebe unreasonably withheld), Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which consent shall not be unreasonably withheld or delayed: (a) amend its certificate of incorporation, bylaws the Parent Certificate or similar governing documents, other than to increase Parent Bylaws in a manner that would adversely affect the authorized capital stock of Parent or to change the par value economic benefits of the Parent Integrated Mergers to the holders of Company Common Stock; (b) except in satisfaction (i) adjust, split, combine or reclassify any capital stock of debts previously contractedParent, or (ii) make, declare or pay any dividend, or make any material acquisition ofother distribution on, any shares of its capital stock or investment in, assets 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 Parent or any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parentof its wholly-owned Subsidiaries); (c) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) take any action that is intended or may reasonably be expected 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 Effective Time, or in any of the conditions to the Merger Integrated Mergers set forth in Sections 7.1 and 7.3 Article VII not being satisfied satisfied, or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement; (d) take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Integrated Mergers, taken together, from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (e) take any action that is intended to, would or would be reasonably likely to prevent or materially delay the consummation of the 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during the period from From the date of this Agreement until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to except (ix) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in expressly required or contemplated by this Agreement, or (y) as set forth the Company may consent in Section 5.3 of the Parent Disclosure Schedule writing (such consent not to be unreasonably withheld, delayed or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timeconditioned), Parent shall will not, and shall will not permit any of its Subsidiaries (including Merger Sub I and Merger Sub II) to, without the prior written consent of Seasons, which consent shall not be unreasonably withheld or delayed: (ai) amend adopt or propose any change in its certificate of incorporation, incorporation or bylaws or similar other applicable governing documents, other than instruments in a manner adverse to increase the authorized capital stock holders of Parent or to change the par value of the Parent Common Stock; (bii) except in satisfaction of debts previously contractedcompletely or partially liquidate Parent’s assets, operations or businesses; (iii) declare, set aside, make or pay any dividend or other distribution, payable in stock with respect to any of its capital stock (except for dividends or other distributions paid by any Subsidiary of Parent to Parent or to another Subsidiary of Parent); (iv) reclassify, split, combine, subdivide, redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock, in any such case in a manner adverse to the Holders; (v) effect or agree to effect any other transaction that would be reasonably likely to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, including by imposing any material acquisition delay in the expiration or termination of any waiting period applicable to the consummation of the Merger under the HSR Act or otherwise imposing any material delay in the obtainment of, or investment inmaterially increasing the risk of not obtaining, assets any consent, registration, approval, permit or stock authorization necessary to be obtained from any Governmental Entity to consummate the transactions contemplated by this Agreement; (vi) (A) take any action where the omission of any other person to the extent that such material acquisition or investment has, or action is commercially reasonable and such action would reasonably be expected to haveprevent the Merger and the Subsequent Merger from being treated as a single integrated transaction that will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Material Adverse Effect on Parent; or (cB) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) knowingly fail to take any action that where such action is intended or may commercially reasonable and the failure to take such action would reasonably be expected to result in any prevent the Merger and the Subsequent Merger from being treated as a single integrated transaction that will qualify as a “reorganization” within the meaning of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or any Section 368(a) of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this AgreementCode; or (evii) agree toagree, authorize or make any commitment to, take commit to do any of the actions prohibited by this Section 5.3foregoing.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedules, as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which the Company (such consent shall not to be unreasonably withheld withheld, conditioned or delayed:): (a) amend its certificate the Parent Articles or Parent Bylaws in a manner that would adversely affect the economic benefits of incorporation, bylaws the Merger to the holders of Company Common Stock or similar governing documents, other than to increase the authorized capital stock of Parent or to materially change the par value rights, terms or preferences of the Parent Common Stock; (b) except in satisfaction of debts previously contractedadjust, make split, combine or reclassify any material acquisition of, or investment in, assets or capital stock of any other person to the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parent; (c) implement take any action that would reasonably be expected to materially and adversely affect or adopt materially delay the ability to obtain any change in its accounting methods, practices necessary approvals of any Regulatory Agency or policies, except as may be other Governmental Entity required by GAAP for the transactions contemplated hereby or regulatory accounting principles or applicable law, in each case as concurred in by to perform Parent’s independent public accountantscovenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis; (d) make, declare, pay or set aside for payment any dividend on or with respect to the 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; (e) 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 that is intended or may knowingly fail to take any action where such action or failure to act could reasonably be expected to result in any prevent the Merger from qualifying as a “reorganization” within the meaning of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or any Section 368(a) of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this AgreementCode; 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 5.3.

Parent Forbearances. Except as expressly provided in contemplated or permitted by this Agreement Agreement, as required by applicable Law or with the prior written consent of Seasonsthe Company (not to be unreasonably withheld, during the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby conditioned or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(cdelayed). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, as set forth in Section 5.3 of the Parent Disclosure Schedule or as required by law or regulation or 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 Seasons, which consent shall not be unreasonably withheld or delayed: (a) amend its certificate of incorporation, bylaws Amend the Parent Certificate or Parent By-Laws or similar governing documentsdocuments of any of its Subsidiaries in a manner that would adversely affect the Company, other than to increase the authorized capital stock stockholders of Parent Company or to change the par value of the Parent Common Stock;transactions contemplated by this Agreement. (b) except Make, declare, pay or set aside for payment any extraordinary dividend on or in satisfaction of debts previously contracted, make any material acquisition respect of, or investment indeclare or make any extraordinary distribution on any shares of its stock (which shall not include (A) the declaration and payment by Parent of regular quarterly dividends, assets (B) dividends from its wholly owned Subsidiaries to it or stock another of its wholly owned Subsidiaries or (C) dividends on trust preferred securities that are required to be made, declared, paid or set aside for payment, as the case may be, by the terms of such trust preferred securities then in effect). (c) Take any other person action that is intended to or would reasonably be likely to result in any of the extent conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby. (d) Take any action that such material acquisition or investment has, is intended to or would reasonably be expected to have, a Material Adverse Effect on Parent;adversely affect or materially delay the ability of Parent to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby. (ce) implement or adopt any change in its accounting methods, practices or policies, except as may be required by GAAP or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountants; (d) take Take any action that is intended could, or may fail to take any action, the failure of which could, reasonably be expected to result in any prevent the Merger from qualifying as a reorganization within the meaning of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or any Section 368(a) of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this Agreement; orCode. (ef) 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedule, as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries Parent Bank to, without the prior written consent of Seasons, which Seller (such consent shall not to be unreasonably withheld withheld, conditioned or delayed:): (a) amend its certificate of incorporation, bylaws the Parent Articles or similar governing documents, other than to increase Parent Regulations in a manner that would materially and adversely affect the authorized capital stock of Parent or to change the par value economic benefits of the Merger to the holders of Seller Common Stock or adversely affect the holders of Seller Common Stock relative to other holders of Parent Common Stock; (b) except in satisfaction completely or partially liquidate, sell substantially all of debts previously contracted, make any material acquisition ofits assets, or investment in, assets merge or stock consolidate with any person if as a result of any other person such merger or consolidation Parent no longer owns all of the 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 extent that such material acquisition voting power in the election of directors of the surviving or investment has, or would reasonably be expected to have, a Material Adverse Effect on Parentresulting entity; (c) implement knowingly take any action that is intended to or adopt would reasonably be likely to adversely affect or materially delay the ability of Seller or its Subsidiaries to obtain any change in necessary approvals of any Governmental Entity required for the transactions contemplated hereby or by the Bank Merger Agreement or to perform its accounting methods, practices covenants and agreements under this Agreement or policies, except as may be required by GAAP the Bank Merger Agreement or regulatory accounting principles to consummate the transactions contemplated hereby or applicable law, in each case as concurred in by Parent’s independent public accountantsthereby; (d) take any action that is intended or may knowingly fail to take any action where such action or failure to act could reasonably be expected to result in any prevent the Merger from qualifying as a “reorganization” within the meaning of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or any Section 368(a) of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this AgreementCode; 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 5.3.

Parent Forbearances. Except as expressly provided in this Agreement or with the prior written consent of Seasons, during During the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause each Time or earlier termination of its Subsidiaries to, use its reasonable best efforts to (i) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees, and (ii) take no action which would reasonably be expected to materially adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 8.1(c). Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule Schedule, as expressly contemplated or permitted by this Agreement or as required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Timelaw, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Seasons, which the Company (such consent shall not to be unreasonably withheld or delayed:withheld): (a) amend its certificate the Parent Articles or the Parent Bylaws in a manner that would materially and adversely affect the economic benefit of incorporationthe Merger to the holders of Company Common Stock, bylaws or similar governing documents, other than to increase adversely affect the authorized capital stock holders of Company Common Stock (upon their acquisition of Parent or Common Stock) relative to change the par value other holders of the Parent Common Stock; (b) except in satisfaction of debts previously contractedadjust, make any material acquisition ofsplit, combine or investment in, assets or stock of any other person to reclassify the extent that such material acquisition or investment has, or would reasonably be expected to have, a Material Adverse Effect on ParentParent Common Stock; (c) implement make any material investment either by purchase of stock or adopt securities, contributions to capital, property transfers, or purchase of any change property or assets of any other individual, corporation or other entity, other than in its accounting methods, practices or policiesa wholly owned Subsidiary of Parent, except as may be for transactions in the ordinary course of business or in a transaction that, together with such other transactions, is not reasonably likely to prevent, materially impede or materially delay the ability of Parent, the Company or their respective Subsidiaries to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required by GAAP for the Merger (including the Requisite Regulatory Approvals) or regulatory accounting principles or applicable law, in each case as concurred in by Parent’s independent public accountantsto consummate the transactions contemplated hereby; (d) merge or consolidate itself or any of its Significant Subsidiaries with any other person where it or its Significant Subsidiary, as applicable, is not the surviving person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Significant Subsidiaries, in any such case where such action is reasonably likely to prevent, materially impede or materially delay the ability of Parent, the Company or their respective Subsidiaries to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the Merger (including the Requisite Regulatory Approvals) or to consummate the transactions contemplated hereby; (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 from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (f) knowingly take any action that is intended to or may would reasonably be expected likely to result prevent, materially impede or materially delay the ability of Parent, the Company or their respective Subsidiaries to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the Merger (including the Requisite Regulatory Approvals) or to perform their covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; (g) except for communications made in accordance with Section 6.13, make any written communications to the employees of the Company or any of its representations Subsidiaries with respect to employment matters without prior review, comment and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to consent by the Effective Time, or any of the conditions to the Merger set forth in Sections 7.1 and 7.3 not being satisfied or in a Requisite Regulatory Approval not being obtained without imposition of a condition of the type referred to in Section 7.2(c) or in a material violation of any provision of this AgreementCompany; 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 5.3.