Conduct of Business Pending Consummation Sample Clauses

Conduct of Business Pending Consummation. 6.1 Affirmative Covenants of CLBH and FBNC (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of FBNC shall have been obtained, and except as otherwise expressly contemplated herein, CLBH shall, and shall cause each of its Subsidiaries to, (i) operate its business only in the usual, regular, and ordinary course, (ii) use commercially reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, (iv) consult with FBNC prior to entering into or making any loans or other transactions with a value equal to or exceeding $500,000 other than residential mortgage loans for which CLBH has a commitment to buy from a reputable investor, and loans for which commitments have been made as of the date of this Agreement, (v) consult with FBNC prior to entering into or making any loans that exceed regulatory loan to value guidelines, and (vi) take no action which would be reasonably likely to (A) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Sections 8.1(b) or 8.1(c), or (B) materially adversely affect the ability of any Party to perform its covenants and agreements under this Agreement. (b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of CLBH shall have been obtained, and except as otherwise expressly contemplated herein, FBNC shall, and shall cause each of its Subsidiaries to, (i) operate its business only in the usual, regular, and ordinary course, (ii) use commercially reasonable efforts to preserve intact its business organization and Assets and maintain its rights and franchises, (iii) use commercially reasonable efforts to cause its representations and warranties to be correct at all times, and (iv) take no action which would reasonably be likely to (A) adversely affect the ability of any Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Sections 8.1(b) or 8.1(c), or (B) materially adversely affect the ability of any Party ...

Conduct of Business Pending Consummation. SECTION 6.1 Affirmative Covenants of Target 31 SECTION 6.2 Negative Covenants of Target 31 SECTION 6.3 Affirmative Covenants of Purchaser. 34 SECTION 6.4 Adverse Changes in Condition 34 SECTION 6.5 Reporting Requirements. 34

Conduct of Business Pending Consummation. 22 8.1 Affirmative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.2 Negative Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.3

Conduct of Business Pending Consummation. 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement. 7.2 Negative Covenants of First ▇▇▇▇▇▇▇▇ and Target Bank. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of WGNB shall have been obtained, which consent shall not be unreasonably withheld, and except as otherwise expressly contemplated herein, each of First ▇▇▇▇▇▇▇▇ and Target Bank covenants and agrees that the First ▇▇▇▇▇▇▇▇ Entities will not do or agree or commit to do any of the following: (a) amend their Articles of Incorporation, Articles of Association, Bylaws or other governing instruments, or (b) incur any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $50,000 except in the ordinary course of business of First ▇▇▇▇▇▇▇▇ or Target Bank consistent with past practices (which shall include creation of deposit liabilities, purchases of federal funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any Asset of the First ▇▇▇▇▇▇▇▇ Entities of any Lien or permit any such Lien to exist (other than in connection with deposits, repurchase agreements, bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens in effect as of the date hereof that are disclosed in the First ▇▇▇▇▇▇▇▇ Disclosure Memorandum); or (c) repurchase, ...

Conduct of Business Pending Consummation. 4.1 Affirmative Covenants of PMSI Database and PMSI. ------------------------------------------------ (a) Subject to the Consents set forth in Sections 2.3 and 2.4 of the PMSI Database Disclosure Memorandum, PMSI has, or shall have prior to Closing, assigned, transferred, conveyed, and delivered to PMSI Database, and PMSI Database has, or shall have prior to Closing, acquired, and accepted from PMSI, all of the right, title, and interest of PMSI in and to the Acquired Assets and the Joint Venture Interest, free and clear of any and all Liens.

Conduct of Business Pending Consummation. 23 7.1 Conduct of Envoy Business............................................23 7.2 Conduct of Healtheon/WebMD Business..................................25 7.3 Adverse Changes in Condition.........................................25 ARTICLE 8 - ADDITIONAL AGREEMENTS.............................................26

Conduct of Business Pending Consummation. 35 6.1 Affirmative Covenants of Seller and Buyer 35 6.2 Negative Covenants of Seller 36 6.3 Adverse Changes in Condition 39 6.4 Reports 39 ARTICLE 7 ADDITIONAL AGREEMENTS 40 7.1 Shareholder Approvals 40 7.2 Registration of Buyer Common Stock 41 7.3 Other Offers, etc. 42 7.4 Consents of Regulatory Authorities 44 7.5 Agreement as to Efforts to Consummate 44 7.6 Investigation and Confidentiality 44 7.7 Press Releases 45 7.8 Charter Provisions 45 7.9 Employee Benefits and Contracts 46 7.10 Section 16 Matters 47 7.11 Indemnification 47 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 49 8.1 Conditions to Obligations of Each Party 49 8.2 Conditions to Obligations of Buyer and Merger Sub 50 8.3 Conditions to Obligations of Seller 52

Conduct of Business Pending Consummation. 28 7.1 Affirmative Covenants of Both Parties......................................28 7.2

Conduct of Business Pending Consummation. 19 7.1 Affirmative Covenants of First National.............................19 7.2 Negative Covenants of First National................................19 7.3