Common use of ACTIONS PENDING MERGER Clause in Contracts

ACTIONS PENDING MERGER. (A) United covenants to Synovus that United and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of Synovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than: (i) shares of United Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of United Common Stock; (ii) issuances in connection with the conversion of any presently outstanding convertible security of United; and (iii) issuances pursuant to Article I(B) of this Agreement; (2) declare, set aside, or pay any dividend or distribution with respect to the Capital Stock of United other than normal and customary quarterly cash dividends in accordance with past practices; (3) directly or indirectly redeem, purchase or otherwise acquire any Capital Stock of United or its Subsidiaries, other than any purchases undertaken by the United Financial Holdings, Inc. Employee Stock Ownership Plan and Trust ("ESOP"); (4) effect a split or reclassification of the capital stock of United or its Subsidiaries or a recapitalization of United or its Subsidiaries; (5) amend the articles of incorporation, charter or bylaws of United or its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by United or its Subsidiaries to any employee other than normal, annual salary increases to be made with regard to the employees of United or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of United or its Subsidiaries, except to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of United or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended ("Exchange Act"), other than in the ordinary course of their business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than portfolio investments in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and United shall promptly notify Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions.

ACTIONS PENDING MERGER. (A) United Riverside covenants to Synovus that United Riverside and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of Synovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stockstock (including pursuant to the Riverside Employee Stock Purchase Plan), other than: (i) than shares of United Common Riverside Stock issued in connection with the exercise of currently outstanding options to purchase shares of United Common Riverside Stock; (ii) issuances in connection with the conversion of any presently outstanding convertible security of United; and (iii) issuances pursuant to Article I(B) of this Agreement; (2) declare, set aside, or pay any dividend or distribution with respect to the Capital Stock capital stock of United Riverside other than normal and customary quarterly cash dividends in accordance with past practicespractices and the provisions of Section III(Q) of this Agreement; (3) directly or indirectly redeem, purchase or otherwise acquire any Capital Stock capital stock of United Riverside or its Subsidiaries, other than any purchases undertaken by the United Financial Holdings, Inc. Employee Stock Ownership Plan and Trust ("ESOP"); (4) effect a split or reclassification of the capital stock of United Riverside or its Subsidiaries or a recapitalization of United Riverside or its Subsidiaries; (5) amend the articles of incorporation, charter incorporation or bylaws of United Riverside or its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by United Riverside or its Subsidiaries to any employee other than normal, annual salary increases to be made with regard to the employees of United Riverside or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of United Riverside or its Subsidiaries, except to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of United Riverside or its Subsidiaries or any "“associate" ” of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended ("“Exchange Act"”), other than in the ordinary course of their business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than portfolio investments in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of all or substantially all of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and United Riverside shall promptly notify Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions.

ACTIONS PENDING MERGER. (A) United covenants to Synovus that United Merit and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of Synovus, which consent will not be unreasonably withheld: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than: (i) than shares of United Merit Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of United Merit Common Stock; (ii) issuances in connection with the conversion of any presently outstanding convertible security of United; and (iii) issuances pursuant to Article I(B) of this Agreement; (2) declare, set aside, or pay any dividend or distribution with respect to the Capital Stock capital stock of United Merit other than normal and customary quarterly cash dividends in accordance with past practices; (3) directly or indirectly redeem, purchase or otherwise acquire any Capital Stock capital stock of United Merit or its Subsidiaries, other than any purchases undertaken by the United Financial Holdings, Inc. Employee Stock Ownership Plan and Trust ("ESOP"); (4) effect a split or reclassification of the capital stock of United Merit or its Subsidiaries or a recapitalization of United Merit or its Subsidiaries; (5) amend the articles of incorporation, charter incorporation or bylaws by-laws of United Merit or its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by United Merit or its Subsidiaries to any employee and other than normal, annual salary increases to be made with regard to the employees of United Merit or its Subsidiaries; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of United Merit or its Subsidiaries, except to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of United Merit or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended ("Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than portfolio investments in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and United Merit shall promptly notify Synovus of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions.

ACTIONS PENDING MERGER. (A) United MBI covenants to Synovus First South that United MBI and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of Synovus, which consent will not be unreasonably withheldFirst South: (1) issue any options to purchase capital stock or issue any shares of capital stock, other than: (i) than shares of United MBI Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of United MBI Common Stock; (ii) issuances in connection with Stock and the conversion of any presently outstanding convertible security of United; and (iii) issuances pursuant to Article I(B) of this Agreementthe Debentures; (2) declare, set aside, or pay any dividend or distribution with respect to the Capital Stock capital stock of United other than normal and customary quarterly cash dividends in accordance with past practicesMBI except that MBI may continue to pay interest on the Debentures; (3) directly or indirectly redeem, purchase or otherwise acquire any Capital Stock capital stock of United MBI or its Subsidiaries, other than any purchases undertaken by the United Financial Holdings, Inc. Employee Stock Ownership Plan and Trust ("ESOP"); (4) effect a split or reclassification of the capital stock of United MBI or its Subsidiaries or a recapitalization of United MBI or its Subsidiaries; (5) amend the articles of incorporation, charter or bylaws by-laws of United MBI or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by United MBI or its Subsidiaries to any employee other than normal, annual salary increases to be made with regard to except as set forth on Schedule II(A)(6) of the employees of United or its SubsidiariesMBI Disclosure Schedule; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of United MBI or its Subsidiaries, Subsidiaries except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of United MBI or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than portfolio investments in Nexity, Directed Capital and Dental Care Alliance, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the fiduciary obligations of its Board of Directors, provide any individual, corporation or other entity with information or assistance or negotiate with any individual, corporation or other entity in furtherance of such inquiries or to obtain such a proposal (and United MBI shall promptly notify Synovus First South of all of the relevant details relating to all inquiries and proposals which it may receive relating to any of such matters); (12) take any other action or permit its Subsidiaries to take any action not in the ordinary course of business of it and its Subsidiaries; or (13) directly or indirectly agree to take any of the foregoing actions.