Actions Pending Acquisition. IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:
Actions Pending Acquisition. 18 4.01. AGREEMENTS OF THE COMPANY...........................................18 4.02. AGREEMENTS OF PARENT AND MERGER SUB.................................21
Actions Pending Acquisition. 12 4.1. Forbearances of the Company................... 12 (a) Ordinary Course.......................... 13
Actions Pending Acquisition. 15 Section 4.01 Forbearances of Seller................................................................15 Section 4.02 Forbearances of Purchaser; Adverse Actions............................................18
Actions Pending Acquisition. 9 4.01. Conduct of the Company's Business Prior to the Effective Time...........................................9 4.02. Forbearances of the Company............................................................................10 4.03. Forbearances of Parent.................................................................................13
Actions Pending Acquisition. 17 4.01 Forbearances of CommonWealth Bank.........................................................17 4.02 Forbearances of Parent....................................................................19
Actions Pending Acquisition. 4.01. Forebearances of the Company 8
Actions Pending Acquisition. 15 4.01 Forbearances of Hawthorne.................................. 15 4.02 Forbearances of Parent..................................... 18
Actions Pending Acquisition. 4.01 Forbearances of Xxxxx 10 4.02 Forbearances of Sky 12
Actions Pending Acquisition. SECTION 4.01 CONDUCT OF PGB’S AND THE BANK’S BUSINESS PRIOR TO THE EFFECTIVE TIME. Except as expressly provided in this Agreement, or with the prior written consent of RBB Bancorp and RBB, which consent shall not be unreasonably withheld, during the period from the date of this Agreement to the Effective Time, PGB and the Bank shall, (a) conduct their business in the usual, regular and ordinary course, consistent with past practices and consistent with prudent banking practices; (b) use their commercially reasonable efforts to maintain and preserve intact their business organization, employees and advantageous customer relationships and to continue to develop such customer relationships and retain the services of their officers and key employees; (c) maintain and keep their properties in as good repair and condition as at present except for obsolete properties and for deterioration due to ordinary wear and tear; (d) maintain in full force and effect insurance comparable in amount and scope of coverage to that now maintained by them; (e) perform in all material respects all of their obligations under contracts, leases and obligations relating to and affecting their assets, properties and businesses except such obligations as they may in good faith reasonably dispute; (f) charge off all loans, leases and other assets, or portions thereof, deemed uncollectible in accordance with GAAP or applicable law or regulation, classified as “loss”, “impaired” or as directed by their regulators; (g) maintain the Bank-ALLL in accordance with GAAP and consistent with past practices and methodology, (h) properly accrue for all vacation days of PGB’s and the Bank’s employees; and (i) give notice to and consult with RBB Bancorp and RBB prior to hiring any employees or independent contractors; (j) give notice to and consult with RBB Bancorp and RBB before acquiring any security or investment for the Bank’s investment portfolio; and (k) substantially comply with and perform all material obligations and duties imposed upon them by all federal and state laws, statutes and rules, regulations and orders imposed by any Governmental Authority applicable to their business.
