Common use of Parent Forbearances Clause in Contracts

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any Parent Subsidiary to, (a) amend, repeal or otherwise modify any provision of the Parent Certificate or the Parent By-laws in a manner that would adversely affect the Company, the shareholders of the Company or the transactions contemplated by this Agreement, (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (c) knowingly take any 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 prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied, or (iii) a material violation of any provision of this Agreement, (d) knowingly take any action or omit to take any action which action or omission is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required to consummate the transactions contemplated hereby (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entity, or (e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, during During the period from the date of this Agreement to the Effective Time, except as set forth in the Parent Disclosure Schedule and, except as expressly contemplated or permitted by this Agreement or the Option Agreement or as otherwise indicated in this Section 5.3, Parent shall not, and Parent shall not permit any Parent Subsidiary of its Subsidiaries to, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed): (a) amend, repeal or otherwise modify knowingly take any provision of the Parent Certificate or the Parent By-laws in a manner action that would adversely affect the Company, the shareholders of the Company prevent or the transactions contemplated by this Agreement, (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that nothing contained herein shall limit the ability -------- ------- of Parent to exercise its rights under the Option Agreement; (b) amend its certificate of incorporation or its bylaws in a manner that would adversely affect the economic benefits of the Merger to the shareholders of the Company; (c) knowingly take any action that is intended or is that would reasonably likely be expected 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 prior to the Effective Time, (ii) or in any of the conditions to the Merger set forth in Article VII not being satisfied, satisfied on a timely basis or (iii) in a material violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (d) knowingly take any action or omit to take any action which action or omission is intended to or that would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company or 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 (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entity, or hereby; or (e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited to it by this Section 5.3.

Parent Forbearances. Except as expressly contemplated or permitted by this Agreement Agreement, as required by applicable law or with the prior written consent of the Company (not to be, in the exercise of the Company’s good faith discretion, unreasonably withheld), during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any Parent Subsidiary of its Subsidiaries to, : (a) amend, repeal or otherwise modify any provision of amend the Parent Certificate or the Parent By-laws Bylaws or similar governing documents of any of its Subsidiaries in a manner that would adversely affect the Company, the shareholders stockholders of the Company or the transactions contemplated by this Agreement, ; (b) take any actionnotwithstanding anything herein to the contrary, take, or knowingly fail willfully omit to take any actiontake, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (c) knowingly take any action that is intended or is would reasonably likely be expected 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 prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied, or ; (iiic) a material violation of any provision of this Agreement, (d) knowingly take any action or omit to take any action which action or omission that is intended to or would reasonably be expected to adversely affect or materially delay (x) the ability of either Parent or the Company Bank Subsidiary to obtain any necessary approvals of any Regulatory Agency Governmental Authority required for the transactions contemplated or other Governmental Entity required to perform its covenants and agreements under this Agreement hereby; (y) the status of the transactions contemplated hereby as a reorganization for purposes of Section 368(a) of the Code; or( z) to consummate the transactions contemplated hereby hereby; or (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entity, or (ed) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.34.03.

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, during During the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any Parent Subsidiary of its Subsidiaries to, without the prior written consent of the Company: (a) amend, repeal or otherwise modify any provision of the Parent Certificate Articles or the Parent By-laws in a manner that would adversely affect the Company, the shareholders of be materially adverse to the Company or its stockholders or that would materially impede Parent’s or MergerCo’s ability to consummate the transactions contemplated by this Agreement, hereby; (b) take amend, repeal or otherwise modify any action, provision of MergerCo’s certificate of incorporation or knowingly fail by-laws in a manner that would be materially adverse to take any action, which action the Company or failure its stockholders or that would impede Parent’s or MergerCo’ ability to act is reasonably likely to prevent consummate the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, transactions contemplated hereby; (c) knowingly except for actions permitted by this Agreement (including actions permitted by Section 7.12) take any action that is intended or is reasonably likely to result in (i) any of its representations and or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, (ii) or in any of the conditions to the Merger set forth in Article VII 8 not being satisfied, satisfied or (iii) in a material violation of any provision of this Agreement, (d) knowingly take any action or omit to take any action which action or omission is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required to consummate the transactions contemplated hereby (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each every case, as may be required by applicable lawLaw; (d) take any action that would reasonably be expected to prevent or materially impede or delay the obtaining of, regulation or policies imposed by materially adversely affect the ability of the parties to obtain, any necessary approvals of any Governmental Entity, Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby; (e) change its primary business activities away from the exploration, development and production of gold and silver; or (f) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.36.3.

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, during During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, Parent shall not, and shall not permit any Parent Subsidiary of its Subsidiaries to, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed: (a) amend, repeal or otherwise modify any provision of the Parent Certificate Charter or the Parent By-laws Bylaws (other than to adopt the amendment and restatement of the Parent Charter in a manner substantially the form attached as Exhibit A hereto (the “Restated Parent Charter”), or any amendment, repeal or other modification that would adversely affect the Company, the shareholders of not be adverse to the Company or the Holdings Stockholder or those that would not impede Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement, hereby); (b) amend, repeal or otherwise modify any provision of Merger Sub’s articles of organization or limited liability company agreement (other than those that would not be adverse to the Company or the Holdings Stockholder or those that would not impede Parent’s or Merger Sub’s ability to consummate the transactions contemplated hereby); (c) take any action, or knowingly fail to take any action, which action or failure to act is would reasonably likely be expected to prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; (d) 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 any case to the extent such action would be reasonably expected to prevent, or materially impede or delay, the consummation of the transactions contemplated by this Agreement; (ce) knowingly take any 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 prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied, or (iii) a material violation of any provision of this Agreement, (d) knowingly take any action or omit to take any action which action or omission is intended to or would reasonably be expected to adversely affect or materially delay its status as a “real estate investment trust” under the ability of either Parent or the Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required to consummate the transactions contemplated hereby Code; or (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entity, or (ef) agree to take, make any commitment to take, or cause its Board of Directors to adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.38.3.

Parent Forbearances. Except as expressly contemplated or permitted by this Agreement Agreement, as required by applicable law, rule or with the prior written consent of the Companyregulation, 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 Parent Subsidiary of its Subsidiaries to, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed): (a) amend(i) alter through merger, repeal 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 modify adversely affect, the Offer or the Merger or any provision of the Parent Certificate other Transactions, including withdrawing or the Parent By-laws modifying, in a manner that would adversely affect adverse to the Company, the shareholders approval by the Parent Board of this Agreement, the Offer or the Merger; (b) without limiting the generality of Section 7.2(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 Offer or the Merger or any of the Company other transactions contemplated hereby, (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the Offer or the Merger or any of the transactions contemplated by this Agreement, (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, (c) knowingly take any 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 prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied, or (iii) a material violation increase the risk of not being able to remove any provision of this Agreement, such order on appeal or otherwise; or (dc) knowingly take any action or omit to take any action which action or omission is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required to consummate the transactions contemplated hereby (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entityagree to, or (e) agree to take, make any commitment to taketo, or adopt any resolutions of its board of directors in support of, take any of the actions prohibited by this Section 5.37.3.

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, 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 a Governmental Entity, Parent shall not, and shall not permit any Parent Subsidiary of its Subsidiaries to, without the prior written consent of Target (such consent not to be unreasonably withheld): (a) amend, repeal or otherwise modify any provision of amend the Parent Certificate or the Parent By-laws Constituent Documents in a manner that would adversely affect the Company, the shareholders economic benefits of the Company or Merger to the transactions contemplated by this Agreement, holders of Target Common Stock; (b) take adjust, split, combine or reclassify any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning capital stock of Section 368(a) of the Code, Parent; (c) knowingly take any 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 prior to the Effective Time, (ii) or in any of the conditions to the Merger set forth in Article VII not being satisfied, satisfied or (iii) in a material violation of any provision of this Agreement, (d) knowingly take any action or omit to take any action which action or omission is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required to consummate the transactions contemplated hereby (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each every case, as may be required by applicable lawLaw; (d) make, regulation declare or policies imposed pay any dividend, or make any other distribution on any shares of its capital stock (except dividends paid by any Governmental Entityof the Subsidiaries of Parent to Parent or any of its wholly-owned Subsidiaries); (e) 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 § 368(a) of the Code; or (ef) agree to take, make any commitment to take, or adopt any resolutions of its board Board of directors Directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Parent Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of the Company, during During the period from the date of this Agreement to the Effective Time, except as set forth in the Parent Disclosure Schedule and, except as expressly contemplated or permitted by this Agreement or the Option Agreement or as otherwise indicated in this Section 5.3, Parent shall not, and Parent shall not permit any Parent Subsidiary of its Subsidiaries to, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed): (a) amend, repeal or otherwise modify knowingly take any provision of the Parent Certificate or the Parent By-laws in a manner action that would adversely affect the Company, the shareholders of the Company prevent or the transactions contemplated by this Agreement, (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that nothing contained herein shall limit the ability of Parent to exercise its rights under the Option Agreement; (b) amend its certificate of incorporation or its bylaws in a manner that would adversely affect the economic benefits of the Merger to the shareholders of the Company; (c) knowingly take any action that is intended or is that would reasonably likely be expected 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 prior to the Effective Time, (ii) or in any of the conditions to the Merger set forth in Article VII not being satisfied, satisfied on a timely basis or (iii) in a material violation of any provision of this Agreement, except, in every case, as may be required by applicable law; (d) knowingly take any action or omit to take any action which action or omission is intended to or that would reasonably be expected to adversely affect or materially delay the ability of either Parent or the Company or 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 (including, without limitation, the declaration of effectiveness of the Form S-4 by the SEC), except, in each case, as may be required by applicable law, regulation or policies imposed by any Governmental Entity, or hereby; or (e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited to it by this Section 5.3.