Prohibited Acts of Seller. Prior to the Closing, Seller shall not, without the prior written consent of Buyer:
A. Introduce any new material method of management or operation of the Branch;
B. Take any action that may result in a Material Adverse Change;
C. Default with respect to any provision of any insurance policy now or hereafter in effect relating to the Branch;
D. Enter into any transaction affecting any Asset or Liability other than in the ordinary course of business;
E. Make, or incur any obligation to make, any capital expenditures or enter into any contracts to make such expenditures with respect to the Branch, in either case in an aggregate amount not to exceed $5,000, provided that Seller can make any emergency repairs required to restore the Branch to a safe operating condition;
F. Except in the ordinary course of business and consist with past practice, make or alter any of the material terms of any Asset or Liability, including, but not limited to, changes in collateral, repayment terms or interest rates;
G. Pay a rate higher on Deposits at the Branch more than 50 basis points higher than the weekly rates published by the Seller;
H. Sell, transfer, mortgage, encumber or otherwise dispose of any of the Assets except for the disposition of Assets in the ordinary course of business;
I. Cause the transfer from the Branch to Seller’s other operations of any deposits of the type included in the Liabilities, provided, however, that Seller may transfer deposits to Seller’s other branch or offices upon the unsolicited request of the depositors;
J. Implement or originate any new advertising or marketing campaigns within Xxxxx County, Texas, other than general advertising not specifically targeted to such county; or
K. Cause the Branch to generate any deposits associated with out-of-area relationships or brokered deposits.
Prohibited Acts of Seller. Prior to the Closing, Seller shall not, without the prior written consent of Buyer:
A. Introduce any new material method of management or operation of the Branch;
B. Increase the rate of compensation of any Offer Employee, except in the ordinary course of business or as otherwise contemplated in this Agreement, or enter into any employment contracts with any Offer Employee;
C. Take any action that would reasonably be likely to result in a Material Adverse Change;
D. Default with respect to any provision of any insurance policy now or hereafter in effect relating to the Branch;
E. Enter into any transaction affecting any Asset or Liability other than in the ordinary course of business;
F. Offer any deposits at the Branch with terms, rates or conditions that are materially different from the terms, rates or conditions on deposits being offered by other financial institutions in Richmond, Virginia, as the case may be (which shall not include any deposit products available in such market exclusively through the Internet) except in the ordinary course of business, and consistent with past practices, competitive conditions, or the movement of interest rates generally;
G. Sell, transfer, pledge, encumber or otherwise dispose of any of the Assets;
H. Renew, extend the maturity of, or alter any of the material terms of any Loan;
I. Cause or permit the transfer to or from the Branch to or from Seller’s other operations of any deposits of the type included in the Liabilities, provided, however, that Seller may transfer deposits to or from Seller’s other branch or offices upon a request of the depositors not solicited by Seller; and
J. Terminate or amend or agree to terminate or amend any provision of the SERP.
Prohibited Acts of Seller. From the date of this Agreement until the earlier of the Closing or termination of this Agreement, Seller shall not, with respect to the Branches, without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed, or conditioned):
(a) increase by more than $10,000 the salary, remuneration, compensation or benefits of any of the Branch Employees, except in the ordinary course of business and except for payments under a retention plan for Branch Employees, provided, that the amount will not exceed twenty-five percent (25%) of such Branch Employee’s base salary;
(b) take any action or omit to take any action that will cause or permit a breach of any of the Assumed Contracts or the Branch Leases;
(c) take any action that would reasonably be likely to result in a Material Adverse Effect with respect to the Branches;
(d) make, or incur any obligation to make, any capital expenditures or enter into any contracts to make such expenditures with respect to the Branches, in either case in an aggregate amount in excess of $50,000, provided that Seller can make any emergency repairs required to restore the Branches to a safe operating condition;
(e) make any material modifications to any of the Assets or Assumed Liabilities, except in the ordinary course of business consistent with past practice or Seller’s practices generally;
(f) cause the Branches to directly solicit any deposits associated with out-of-area relationships or brokered deposits;
(g) sell, transfer, mortgage, encumber or otherwise dispose of any of the Assets except for the disposition of Assets in the ordinary course of business consistent with past practice or Seller’s practices generally;
(h) bid for any public funds deposits, except for public funds with existing deposit relationships; and
(i) cause the transfer from the Branches to Seller’s other operations of any Deposits (except upon the unsolicited request of the Depositors).
Prohibited Acts of Seller. Prior to the Closing, Seller shall not, without the prior written consent of the Buyer:
(a) take any action that results in a material adverse change in the business of the Branch, the Purchased Assets or the Assumed Liabilities;
(b) default with respect to any provision of any insurance policy now or hereafter in effect relating to the Branch;
(c) make, or incur any obligation to make, any capital expenditures or enter into any contracts to make such expenditures with respect to the Branch, in either case in an aggregate amount not to exceed $10,000.00, provided that the Seller can make any emergency repairs required to restore the Branch to a safe operating condition;
(d) sell, transfer, mortgage, encumber or otherwise dispose of any of the Purchased Assets except for the disposition of Purchased Assets (other than the Real Property) in the ordinary course of business; or
(e) cause the transfer from the Branch to the Seller's other operations of any deposits included in the Assumed Liabilities, provided, however, that the Seller may transfer deposits to the Seller's other branches or offices upon the unsolicited request of the depositors.
Prohibited Acts of Seller. Prior to the Closing, Seller shall not, without the prior written consent of Buyer:
A. Introduce any new material method of management or operation of the Branch;
Prohibited Acts of Seller. Except as otherwise may be required by any regulatory authority or applicable law or expressly permitted by the terms of this Agreement, prior to the Closing, Seller shall not, without the prior written consent of Buyer:
A. Introduce any new material method of management or operation of the Branches;
B. Increase the rate of compensation of any Branch Employee, enter into any employment contracts with any Branch Employee, or increase permanent staffing levels at the Branches;
C. Take any action that would be likely to result in a Material Adverse Change;
D. Default with respect to any provision of any insurance policy now or hereafter in effect relating to a Branch;
E. Enter into any transaction affecting any Asset or Liability other than in the ordinary course of business;
F. Offer at the Branches any deposit products with terms, rates or conditions that are materially different from the terms, rates or conditions on deposits being offered by other financial institutions in the relevant geographic market areas (which shall not include any deposit products available in such market exclusively through the Internet) except in the ordinary course of business, and consistent with past practices, competitive conditions, or the movement of interest rates generally;
G. Change the fees charged for any existing deposit accounts or other banking services at the Branches in any material respect, except in the ordinary course of business and consistent with past practices and competitive conditions;
H. Offer at the Branches any brokered deposit, any deposit of the type described in 12 CFR Part 337.6(b)(3)(ii), or any “public unit deposit” as such term is defined in 12 CFR Part 330;
I. Sell, transfer, pledge, encumber or otherwise dispose of any of the Assets or enter into any agreement with respect to any such transaction;
J. Renew, extend the maturity of, or alter any of the material terms of any Loan of $50,000 or more;
K. Renew, extend the maturity of, or alter any of the material terms of any Loan less than $50,000 except in the ordinary course of business consistent in all material respects with past practice;
L. Renew or extend, without Buyer’s prior written consent, any contract pertaining to any Branch for a period in excess of 90 days; or
M. Cause or permit the transfer to or from the Branches to or from Seller’s other operations of any deposits of the type included in the Liabilities, provided, however, that Seller may transfer deposits to or from Seller’s ot...
