Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (Sterling Financial Corp /Pa/), Agreement and Plan of Merger (Riggs National Corp)
Ordinary Course. Conduct its business and the business of it and its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact their its business organizations organizations, goodwill and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and therebythat would have a Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Enterprise Products Partners L P), Agreement and Plan of Merger (Duncan Energy Partners L.P.), Agreement and Plan of Merger (Inergy Holdings, L.P.)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries Subsidiaries other than in the ordinary and usual course or course, or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their its business organizations and assets and maintain their its rights, franchises and existing relations with clients, customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ubs Ag), Agreement and Plan of Merger (Ubs Ag/Ny)
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve intact their business organizations and assets and maintain their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan Agreement or to consummate the transactions contemplated hereby and therebyhereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mid-State Bancshares), Agreement and Plan of Merger (Texas Regional Bancshares Inc), Agreement and Plan of Merger (Texas Regional Bancshares Inc)
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course of business consistent with past practice or fail to use reasonable best efforts to preserve intact their its business organizations organizations, and material assets and maintain their its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Agreement and Plans of Merger (Northstar Realty Finance Corp.), Agreement and Plans of Merger (Colony Capital, Inc.), Agreement and Plans of Merger (Barrack Thomas Jr)
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course of business consistent with past practice or fail to use commercially reasonable efforts to preserve intact their its business organizations organizations, and material assets and maintain their its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees suppliers and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.)
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course of business consistent with past practice or fail to use commercially reasonable efforts to preserve intact their its business organizations and material assets and maintain their its material rights, franchises franchises, authorizations and existing relations with customers, suppliers, employees suppliers and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Merger (Eagle Bancshares Inc), Agreement and Plan of Merger (Cotton States Life Insurance Co /)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their its business organizations and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/), Agreement and Plan of Merger (City Holding Co)
Ordinary Course. Conduct its business and the business of it and its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair that would adversely affect its ability to perform any of its material obligations under this Plan or to consummate the transactions contemplated hereby and therebyAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (Us Bancorp /Or/), Agreement and Plan of Merger (First Bank System Inc)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or fail to use commercially reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Provident Bankshares Corp)
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course or fail to use reasonable best efforts to preserve intact their business organizations and assets and maintain their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to impair materially impair its ability to perform its obligations under this Plan Agreement or to consummate the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zions Bancorporation /Ut/), Agreement and Plan of Merger (Amegy Bancorporation, Inc.)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries Subsidiaries other than in the ordinary and usual course or course, or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with clients, customers, suppliers, employees and business associates, ; engage in any new activities or lines of business; or take any action reasonably likely to materially impair its have an adverse affect upon the Company's ability to perform any of its material obligations under this Plan or to consummate the transactions contemplated hereby and therebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Piper Jaffray Companies Inc), Agreement and Plan of Merger (Us Bancorp \De\)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates; or, subject to the restriction in Section 4.01(o)(3), engage in any material new activities or take lines of business or make any action reasonably likely material changes to materially impair its ability to perform its obligations under this Plan their existing activities or to consummate the transactions contemplated hereby and therebylines of business.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centura Banks Inc), Agreement and Plan of Merger (Royal Bank of Canada \)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to (i) preserve intact their in any material respect its business organizations and assets and (ii) maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its Seller's ability to perform any of its obligations under this Plan or to consummate the transactions contemplated hereby and therebyAgreement.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Mb Financial Inc /Md), Purchase and Assumption Agreement (Michigan Community Bancorp LTD)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable efforts to maintain and preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair or delay its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Smithtown Bancorp Inc)
Ordinary Course. Conduct its and its Subsidiaries’ business and the business of its subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use commercially reasonable efforts to preserve intact their its business organizations organizations, goodwill and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely that would have a Material Adverse Effect with respect to materially impair its ability to perform its obligations under this Plan the Partnership or to consummate NSH as the transactions contemplated hereby and therebycase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NuStar Energy L.P.), Agreement and Plan of Merger
Ordinary Course. Conduct its business and the business of its subsidiaries Subsidiaries other than in the ordinary and usual course or fail to use reasonable best efforts to preserve intact their business organizations and assets and maintain their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan Agreement or to consummate the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Pacific Financial Corp), Agreement and Plan of Merger (Cb Bancshares Inc/Hi)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or consistent with past practice or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their its business organizations and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlantic Coast Financial CORP)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or consistent with past practice; fail to use reasonable best efforts to (i) preserve intact their in any material respect its business organizations and assets and (ii) maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, ; or take any action reasonably likely to materially impair its Seller's ability to perform any of its obligations under this Plan or to consummate the transactions contemplated hereby and therebyAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southern Missouri Bancorp Inc)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries --------------- Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Dime Bancorp Inc
Ordinary Course. Conduct its and each of the Company Subsidiaries' business and the business of its subsidiaries other than in the ordinary and usual course consistent with past practice or fail to use reasonable its best efforts to maintain and preserve intact their its and each of the Company Subsidiaries' business organizations organization and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Mergers (Covenant Bancorp Inc)
Ordinary Course. Conduct its business and the business of the Company or any of its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use commercially reasonable efforts to preserve intact any of their business organizations and assets and maintain their rights, franchises and existing relations with clients, customers, correspondents, independent contractors, suppliers, employees and business associates, ; or take engage in any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and therebynew lines of business.
Appears in 1 contract
Samples: Acquisition Agreement and Plan of Reorganization (Vital Images Inc)
Ordinary Course. Conduct its business and the business of the Company and its subsidiaries Subsidiaries other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and authorizations and their existing relations with customers, suppliers, employees and business associates, or ; take any action that would reasonably likely be expected to materially impair its ability to perform its obligations under this Plan or to consummate have a Material Adverse Effect upon the transactions contemplated hereby and therebyCompany.
Appears in 1 contract
Ordinary Course. Conduct its business and the business of its subsidiaries the Company other than in the ordinary and usual course or course, or, to the extent consistent therewith, fail to use reasonable best efforts to preserve intact their any of its business organizations and assets and maintain their its rights, franchises and existing relations with clients, customers, correspondents, independent contractors, suppliers, employees and business associates, ; or take engage in any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and therebynew lines of business.
Appears in 1 contract
Ordinary Course. Conduct its business and the business of it and its subsidiaries Subsidiaries other than in the ordinary and usual course or or, to the extent consistent therewith, fail to use commercially reasonable best efforts to preserve intact their its business organizations organizations, goodwill and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely that would have a Material Adverse Effect with respect to materially impair its ability to perform its obligations under this Plan Partners or to consummate Holdings as the transactions contemplated hereby and therebycase may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn Virginia GP Holdings, L.P.)
Ordinary Course. Conduct its business and the business of its subsidiaries other than in the ordinary and usual course or consistent with past practice or, to the extent consistent therewith, fail to use commercially reasonable efforts to preserve intact their its business organizations and assets and maintain their its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Plan or to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.)
