Common use of Conduct of Businesses Prior to the Effective Time Clause in Contracts

Conduct of Businesses Prior to the Effective Time. From the date of this Agreement until the Effective Time, except as (a) expressly contemplated or permitted by this Agreement, (b) required by applicable Law, (c) as consented to in writing by Parent or the Company, as applicable (such consent not to be unreasonably withheld, delayed or conditioned), or (d) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Parent and the Company shall, and shall cause each of its respective Subsidiaries to, (i) conduct its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), use reasonable best efforts to maintain and preserve intact its business organization, employees, advantageous business relationships (including with its customers and suppliers), Company Permits or Parent Permits, as applicable, and retain the services of its key officers and key employees (in the case of Parent, including without limitation the Key Employee). As soon as practicable following the date of this Agreement, Parent and the Company shall cooperate in good faith to prepare and mutually agree on a monthly cash budget for Parent relating to each monthly period prior to the Closing Date and Parent shall conduct the business of Parent at all times prior to the Closing Date in accordance therewith, it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by this Agreement (including any disputes or litigation related to such transactions), (B) compliance with Laws and/or compliance with investigations or review by any Governmental Entity, (C) repayment of principal and accrued interest under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the Company, and (D) expenses related to the engagement of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year.

Conduct of Businesses Prior to the Effective Time. From During the period from the date of this Agreement until to the Effective TimeTime or earlier termination of this Agreement, except as (a) expressly contemplated contemplated, required or permitted by this AgreementAgreement (including as expressly set forth in Section 5.1 or Section 5.2 of the FTC Disclosure Schedule, (b) in the case of FTC and FBT, or Section 5.1 or Section 5.3 of the BancPlus Disclosure Schedule, in the case of BancPlus and BankPlus), required by applicable Law, (c) law or as consented to in writing by Parent BancPlus, in the case of FTC and FBT, or FTC, in the Company, as applicable case of BancPlus and BankPlus (such consent in each case not to be unreasonably withheld, delayed conditioned or conditioneddelayed), or (da) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Parent FTC and the Company BancPlus shall, and shall cause each of its their respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), past practice and prudent banking practice and use reasonable best efforts to maintain and preserve intact its business organization, employeestheir rights, advantageous franchise and other authorizations issued by Governmental Entities and their current relationships with customers, regulators, employees and other persons with whom they have business relationships (including with its customers and suppliers), Company Permits or Parent Permits, as applicablerelationships, and retain (b) each of FTC and BancPlus shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be expected to adversely affect or materially delay the services ability to obtain any necessary approvals of its key officers and key employees (in the case of Parent, including without limitation the Key Employee). As soon as practicable following the date of this Agreement, Parent and the Company shall cooperate in good faith to prepare and mutually agree on a monthly cash budget any Regulatory Agency or other Governmental Entity required for Parent relating to each monthly period prior to the Closing Date and Parent shall conduct the business of Parent at all times prior to the Closing Date in accordance therewith, it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. {JX489484.11} PD.35183901.7 FTC agrees to promptly notify BancPlus if after the date hereof FTC or FBT makes or acquires any loan or issues a commitment (including or renews or extends an existing commitment) for any disputes or litigation related loan relationship having total credit exposure to such transactionsthe applicable borrower (and its affiliates), (B) compliance with Laws and/or compliance with investigations as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $2,500,000, or review by amends, renews, restructures or modifies in any Governmental Entitymaterial respect any existing loan relationship, (C) repayment of principal and accrued interest under currently outstanding promissory notes that would result in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available total credit exposure to the Companyapplicable borrower (and its affiliates), and (D) expenses related to the engagement as calculated for applicable loan-to-one borrower regulatory limitations, in excess of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year2,500,000.

Conduct of Businesses Prior to the Effective Time. From During the period from the date of this Agreement until to the Effective TimeTime or earlier termination of this Agreement, except as (a) expressly contemplated contemplated, required or permitted by this AgreementAgreement (including as expressly set forth in Section 5.1 or Section 5.2 of the Seller Disclosure Schedule, (b) in the case of Seller and Seller Bank, or Section 5.1 or Section 5.3 of the Buyer Disclosure Schedule, in the case of Buyer and Buyer Bank), required by applicable Law, (c) law or as consented to in writing by Parent Buyer, in the case of Seller and Seller Bank, or Seller, in the Company, as applicable case of Buyer and Buyer Bank (such consent in each case not to be unreasonably withheld, delayed conditioned or conditioneddelayed), or (da) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Parent Seller and the Company Buyer shall, and shall cause each of its their respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), past practice and prudent banking practice and use reasonable best efforts to maintain and preserve intact its business organization, employeestheir rights, advantageous franchise and other authorizations issued by Governmental Entities and their current relationships with customers, regulators, employees and other persons with whom they have business relationships relationships, and (including b) each of Seller and Buyer shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. During the period from the date hereof to the Effective Time, Seller shall provide Buyer with its customers a true and suppliers)complete copy of any agreement by Seller or Seller Bank to indemnify and/or hold harmless any director, Company Permits officer, employee or Parent Permitsagent of Seller or Seller Bank, except to the extent required under the mandatory provisions of the articles of incorporation or bylaws (or comparable organizational documents) of Seller or Seller Bank, as applicable, and retain the services of its key officers and key employees or under applicable law, promptly (but in the case of Parent, including without limitation the Key Employee). As soon as practicable following no event more than five (5) days) after the date of this Agreement, Parent and Seller executes any such agreement. Seller agrees to promptly notify Buyer if after the Company shall cooperate in good faith to prepare and mutually agree on date hereof Seller or Seller Bank makes or acquires any loan or issues a monthly cash budget commitment (or renews or extends an existing commitment) for Parent relating to each monthly period prior any loan relationship having total credit exposure to the Closing Date applicable borrower (and Parent shall conduct the business its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of Parent at all times prior $3,500,000, or amends, renews, restructures or modifies in any material respect any existing loan relationship, that would result in total credit exposure to the Closing Date in accordance therewithapplicable borrower (and its affiliates), it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent andas calculated for applicable loan-to-one borrower regulatory limitations, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount excess of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by this Agreement (including any disputes or litigation related to such transactions), (B) compliance with Laws and/or compliance with investigations or review by any Governmental Entity, (C) repayment of principal and accrued interest under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the Company, and (D) expenses related to the engagement of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year3,500,000.

Conduct of Businesses Prior to the Effective Time. From Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement until to the Effective Time, except as (a) expressly contemplated or permitted by this Agreement, (b) required by applicable Law, (c) as consented to in writing by Parent or the Company, as applicable (such consent not to be unreasonably withheld, delayed or conditioned), or (d) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Company and Parent and the Company shall, and shall cause each of its respective Subsidiaries to, (ia) conduct its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), use commercially reasonable best efforts to maintain and preserve intact its business organization, employees, organization and advantageous business relationships relationships, and (including b) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby. In furtherance of the provisions of this Article V, the Company will, and will cause its Subsidiaries to, operate within their existing credit, principal, market and other risk limits and comply with existing risk-related policies and procedures. Parent shall have the right to oversee the Company and its Subsidiaries in the setting of such limits in any and all respects, and in connection with changes in any of the foregoing policies and procedures. From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its customers terms, Parent and/or its Subsidiaries shall have custody of and suppliers)the immediate right to manage the Scheduled Collateral Pool and Related Xxxxxx, Company Permits or Parent Permits, with such custody and management rights to be delegated to the Federal Reserve Bank of New York effective as applicable, and retain of the services date hereof. “Scheduled Collateral Pool” shall mean the collateral listed on Schedule 5.1. “Related Xxxxxx” shall mean those xxxxxx and/or portions of its key officers and key employees (xxxxxx that relate to particular collateral in the case of Parent, including without limitation the Key Employee). As soon Scheduled Collateral Pool as practicable following the date of this Agreement, determined by Parent and the Federal Reserve Bank of New York. The Company shall agrees that between the date hereof and the Closing Date, the Company will cooperate in good faith with Parent in tax planning matters, provided that the Company shall be under no obligation to prepare and mutually agree on a monthly cash budget effect any transaction for Parent relating to each monthly period prior to tax-related purposes that are not in the Closing Date and Parent shall conduct the business best interests of Parent at all times prior to the Closing Date in accordance therewith, it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by this Agreement (including any disputes or litigation related to such transactions), (B) compliance with Laws and/or compliance with investigations or review by any Governmental Entity, (C) repayment of principal and accrued interest under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the Company, and (D) expenses related to the engagement of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year.”

Conduct of Businesses Prior to the Effective Time. From the date of this Agreement until the Effective Time, except Except as (ax) set forth in Section 6.1 of the Company Disclosure Schedule, (y) expressly contemplated contemplated, required or permitted by this Agreement, or (bz) required by applicable Law, (c) as consented during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, unless Parent otherwise agrees in writing by Parent or the Company, as applicable (such consent agreement not to be unreasonably withheld, delayed or conditioned), or (d) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Parent and the Company shall, and shall cause each of its respective the Company Subsidiaries to, (i) conduct its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and of business, (ii) to the extent consistent with clause (i), use commercially reasonable best efforts to maintain and preserve intact its business organizationorganization consistent with the Company’s past practices and policies, employeesinsurance coverage, advantageous business relationships, material Governmental Authorizations and the goodwill of those having business relationships (including with its customers and suppliers), Company Permits or Parent Permits, as applicable, it and retain the services of its key present officers and key employees employees, (iii) not take any action which would materially adversely affect or delay the ability of any of the parties hereto from obtaining any necessary approvals required by the Transactions, performing its covenants or agreements hereunder, or otherwise materially delay or prohibit the Transactions; and (iv) use its commercially reasonable efforts to procure estoppel certificates and/or consents, in a form reasonably satisfactory to Parent and Purchaser, from landlords of restaurants set forth on Section 6.1 of the case Company Disclosure Schedule (the “Lease Consents”) prior to the Effective Time; provided, that the Company shall be permitted to close or relocate the restaurants set forth on Section 6.1 of Parentthe Company Disclosure Schedule. Without limiting the generality of the foregoing, including without limitation and except as (x) set forth in Section 6.1 of the Key Employee). As soon Company Disclosure Schedule as practicable following of the date of this Agreement, Parent and (y) expressly contemplated, required or permitted by this Agreement, or (z) required by Law, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company shall cooperate in good faith to prepare not, and mutually agree on a monthly cash budget for Parent relating to each monthly period shall not permit any of the Company Subsidiaries to, without the prior to the Closing Date and Parent shall conduct the business written consent of Parent at all times prior (such consent not to the Closing Date in accordance therewithbe unreasonably withheld, delayed or conditioned) (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date action shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by this Agreement (including any disputes or litigation related to such transactions), (B) compliance with Laws and/or compliance with investigations or review by any Governmental Entity, (C) repayment of principal and accrued interest expressly permitted under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the Company, and (D) expenses related to the engagement of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year.Section 6.1):

Conduct of Businesses Prior to the Effective Time. From Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement until to the Effective Time, except as (a) expressly contemplated or permitted by this Agreement, (b) required by applicable Law, (c) as consented to in writing by Parent or the Company, as applicable (such consent not to be unreasonably withheld, delayed or conditioned), or (d) set forth in Section 5.1 of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, each of Company and Parent and the Company shall, and shall cause each of its respective Subsidiaries to, (ia) conduct its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; and (ii) to the extent consistent with clause (i), use commercially reasonable best efforts to maintain and preserve intact its business organization, employees, organization and advantageous business relationships relationships, and (including b) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby. In furtherance of the provisions of this Article V, the Company will, and will cause its Subsidiaries to, operate within their existing credit, principal, market and other risk limits and comply with existing risk-related policies and procedures. Parent shall have the right to oversee the Company and its Subsidiaries in the setting of such limits in any and all respects, and in connection with changes in any of the foregoing policies and procedures. From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its customers terms, Parent and/or its Subsidiaries shall have custody of and suppliers)the immediate right to manage the Scheduled Collateral Pool and Related Hedges, Company Permits or Parent Permits, with such custody and management rights to be delegated to thx Xxxxral Reserve Bank of New York effective as applicable, and retain the services of its key officers and key employees (in the case of Parent, including without limitation the Key Employee). As soon as practicable following the date hereof. "Scheduled Collateral Pool" shall mean the collateral listed on Schedule 5.1. "Related Hedges" shall mean those hedges and/or portions of this Agreement, hedges that relate xx xxrticular collateral xx xxe Scheduled Collaterxx Xxxl as determined by Parent and the Federal Reserve Bank of New York. The Company shall agrees that between the date hereof and the Closing Date, the Company will cooperate in good faith with Parent in tax planning matters, provided that the Company shall be under no obligation to prepare and mutually agree on a monthly cash budget effect any transaction for Parent relating to each monthly period prior to tax-related purposes that are not in the Closing Date and Parent shall conduct the business best interests of Parent at all times prior to the Closing Date in accordance therewith, it being understood and agreed that such monthly cash budget shall contemplate variances therefrom mutually agreed by the Parties in good faith which would not require the Company's prior consent and, in all events, if the monthly cash budget is not mutually agreed by the Parties, cash expenditures by Parent prior to the Closing Date shall be limited to an aggregate maximum amount of $600,000 per month; provided, however, that such maximum amount shall not include (A) reasonable expenses related to the transactions contemplated by this Agreement (including any disputes or litigation related to such transactions), (B) compliance with Laws and/or compliance with investigations or review by any Governmental Entity, (C) repayment of principal and accrued interest under currently outstanding promissory notes in favor of CommerceNet and Xxx X. Xxxxxxxxx, copies of which have been made available to the Company, and (D) expenses related to the engagement of one of the strategic consulting firms previously disclosed to the Company, at a rate not to exceed $500,000 per year."