Conduct of Business—Affirmative Covenants. Unless the prior written consent of the other Warrantor shall have been obtained, except as otherwise contemplated or permitted hereby or as set forth on Schedule 6.2, each Warrantor shall operate its business only in the ordinary course of business of such Warrantor consistent with past practices, shall preserve intact its business organizations and assets and maintain its rights and franchises, and shall voluntarily take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of Regulatory Authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the second sentence of Section 8.5 of this Agreement, (ii) adversely affect the ability of such Warrantor to perform its obligations under this Agreement, or (iii) cause or permit a breach of any of its covenants or cause or permit any representation or warranty of it to become untrue in any material respect, as if each such representation and warranty were continuously made from the date hereof.
Conduct of Business—Affirmative Covenants. Unless the prior written consent of the Company shall have been obtained and except as otherwise contemplated herein, the Bank will operate its business only in the usual, regular and ordinary course; and take no action which would (i) adversely affect the ability of the Bank to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in Section 9.5 of this Agreement, or (ii) adversely affect the ability of the Bank to perform its covenants and agreements under this Agreement.
Conduct of Business—Affirmative Covenants. Unless the prior written consent of Omega shall have been obtained:
Conduct of Business—Affirmative Covenants. During the period from the date of this Agreement to the Effective Date or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in Schedule 6.2), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld), Warrantor shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the ordinary course of business in all material respects; provided, that IBKC or any of its Subsidiaries shall not be precluded from making any acquisition or investment in any other Person, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (iii) take no other action that would reasonably be expected to adversely affect or materially delay the ability of either IBKC or TSH to obtain any necessary approvals of any Regulatory Authorities required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby.
Conduct of Business—Affirmative Covenants. Unless the prior written consent of Commodore shall have been obtained, Lanxide shall and shall cause its Subsidiaries to operate its businesses in accordance with the ordinary course of its business as currently conducted and, to the extent consistent herewith, use its reasonable best efforts to preserve intact its business organizations and assets, maintain its rights and franchises, keep available services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Closing Date, and to take no action which would (i) adversely affect the ability of Lanxide to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction that would have a Material Adverse Effect on Lanxide, or (ii) adversely affect the ability of Lanxide to perform its covenants and agreements under this Agreement.
Conduct of Business—Affirmative Covenants. Unless the prior written consent of Lanxide or Commodore, respectively, shall have been obtained by the other Party, and except as otherwise contemplated herein, each Party shall and shall cause its Subsidiaries: to operate its business in accordance with the ordinary course of its business as currently conducted and, to the extent consistent herewith, use its reasonable best efforts to preserve intact its business organizations and assets, maintain its rights and franchises, keep available services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, all to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time, and to take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of governmental authorities required for the transactions contemplated hereby without imposition of a condition or restriction that would have a Material Adverse Effect on either Commodore or Lanxide or (ii) adversely affect the ability of such Party to perform its covenants and agreements under this Agreement.
Conduct of Business—Affirmative Covenants. Unless the prior written consent of Emclaire shall have been obtained, which consent shall not be unreasonably withheld:
Conduct of Business—Affirmative Covenants. Unless the prior written consent of the other Party shall have been obtained, except as otherwise contemplated or permitted hereby or Previously Disclosed, each Party shall and shall cause its Subsidiaries: to operate its business only in the ordinary course of business of such Party and its Subsidiaries consistent with past practices, to preserve intact its business organizations and assets and maintain its rights and franchises, and to take no action which would (i) adversely affect the ability of any of them to obtain any necessary approvals of Regulatory Authorities required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the second sentence of Section 8.5 of this Agreement, (ii) adversely affect the ability of such Party to perform its obligations under this Agreement, the Merger Agreement and Stock Option Agreement, or (iii) cause or permit a breach of any of its covenants or cause or permit any representation or warranty of it to become untrue in any material respect, as if each such representation and warranty were continuously made from the date hereof.
Conduct of Business—Affirmative Covenants. During the Interim Period, Seller will:
Conduct of Business—Affirmative Covenants. Unless the prior written consent of First Commonwealth shall have been obtained, and, except as otherwise contemplated herein: (a) Pittsburgh Financial and each Pittsburgh Financial Subsidiary shall: (i) Operate its business only in the Ordinary Course of Business; (ii) Use reasonable commercial efforts to preserve intact its business organizations and assets and to maintain its rights and franchises; (iii) Take no action, unless otherwise required by law, rule or regulation, that would (A) materially adversely affect the ability of any of them or First Commonwealth to obtain any necessary approvals of Regulatory Authorities required to consummate the transactions contemplated by this Agreement, or (B) adversely affect the ability of such Party to perform its covenants and agreements under this Agreement; (iv) Except as they may terminate in accordance with their terms, keep in full force and effect, and not default in any of their obligations under, all Material Contracts; (v) Keep in full force and effect insurance coverage with responsible insurance carriers which is reasonably adequate in coverage and amount for companies the size of the Pittsburgh Financial, or any Pittsburgh Financial Subsidiary and for the businesses and properties owned by each and in which each is engaged, to the extent that such insurance is reasonably available; (vi) Use commercially reasonable efforts to retain the customer base of Pittsburgh Financial and each Pittsburgh Financial Subsidiary and to facilitate the retention of such customers after the Effective Time; and 29
