Common use of Parent Forbearance Clause in Contracts

Parent Forbearance. Except as (a) otherwise expressly required or permitted by this Agreement or as required by Law, (b) as Company may approve in writing or (c) as set forth in Section 6.02 of the Parent Disclosure Schedule, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, Parent shall not, and shall not permit any of its Subsidiaries to, (i) conduct its business other than in the ordinary course consistent with past practice in all material respects; (ii) use its commercially reasonable efforts to maintain and preserve intact, in all material respects, its advantageous business relationships, and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, officers and employees and business associates and keep available the services of Company and its Subsidiaries’ present employees and agents; (iii) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of either Company or Parent to obtain any necessary approvals of any Governmental Authority required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis; (iv) knowingly take, or omit to take, any action that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (v) amend any of their respective Articles or Bylaws, in each case in a manner that would adversely affect the holders of Company Common Stock relative to and disproportionate to all the other holders of Parent Common Stock; (vi) make, declare or pay any extraordinary dividend on Parent Common Stock, or adjust, split, combine or reclassify any shares of Parent Common Stock without compliance with Section 3.02(i); or (vii) take any action or omit to take any action that is intended to or would reasonably be expected to result in (a) a Parent Material Adverse Effect or (b) any of the conditions to the Merger set forth in Article 7 not being satisfied or materially delayed.

Parent Forbearance. Except as (a) otherwise expressly required or permitted by this Agreement or with the prior written consent of Suncrest or as required by Law, (b) as Company may approve in writing applicable Law or (c) as set forth in Section 6.02 of the Parent Disclosure Schedulepolicies imposed by any Governmental Authority, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, Parent shall not, and shall not permit any of its Subsidiaries to, (ia) conduct its business other than in the ordinary course consistent with past practice in all material respects; (ii) use its commercially reasonable efforts to maintain and preserve intact, in all material respects, its advantageous business relationships, and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, officers and employees and business associates and keep available the services of Company and its Subsidiaries’ present employees and agents; (iiib) take no any action that is intended to or would reasonably be expected to adversely affect prevent, materially impede or materially delay the ability consummation of either Company or Parent to obtain any necessary approvals of any Governmental Authority required for the transactions contemplated hereby or to perform its covenants and agreements under by this Agreement or to consummate the transactions contemplated hereby on a timely basis; Agreement, (ivc) knowingly take, or omit to take, any action that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (vd) amend any of their respective Articles or Bylaws, in each case in a manner that would adversely affect the holders of Company Suncrest Common Stock relative to and disproportionate to the all the other holders of Parent Common Stock; (vid) makeaccept any offer from any third party involving Parent or any of its Subsidiaries in a business combination with such third party or entity, declare unless such offer is expressly conditioned upon the performance by Parent and Citizens (or pay any extraordinary dividend on their respective successor in interest) of all of their obligations under this Agreement (including payment of the Merger Consideration hereunder) in a manner such that holders of Suncrest Common Stock entitled to receive Parent Common StockStock and cash in the Merger would receive, or adjust, split, combine or reclassify any on account of the shares of Parent Common Stock without compliance with Section 3.02(i)and cash that they would be entitled to receive in the Merger pursuant to the terms of this Agreement, subject to completion of the Merger, the same consideration in the business combination, if completed, as other holders of Parent Common Stock; or (viie) take any action or omit to take any action that is intended to or would reasonably be expected likely to result in (ai) a Parent Material Adverse Effect or Effect, (bii) any of the conditions to the Merger set forth in Article 7 not being satisfied or materially delayed, or (iii) a material violation or breach of any provision of this Agreement.

Parent Forbearance. Except as (a) otherwise expressly required or permitted by this Agreement or with the prior written consent of Community or as required by Law, (b) as Company may approve in writing applicable Law or (c) as set forth in Section 6.02 of the Parent Disclosure Schedulepolicies imposed by any Governmental Authority, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, Parent shall not, and shall not permit any of its Subsidiaries to, (ia) conduct its business other than in the ordinary course consistent with past practice in all material respects; (ii) use its commercially reasonable efforts to maintain and preserve intact, in all material respects, its advantageous business relationships, and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, officers and employees and business associates and keep available the services of Company and its Subsidiaries’ present employees and agents; (iiib) take no any action that is intended to or would reasonably be expected to adversely affect prevent, materially impede or materially delay the ability consummation of either Company or Parent to obtain any necessary approvals of any Governmental Authority required for the transactions contemplated hereby or to perform its covenants and agreements under by this Agreement or to consummate the transactions contemplated hereby on a timely basis; Agreement, (ivc) knowingly take, or omit to take, any action that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (vd) amend any of their respective Articles or Bylaws, in each case in a manner that would adversely affect the holders of Company Common Stock relative to and disproportionate to the all the other holders of Parent Common Stock; (vid) makeaccept any offer from any third party involving Parent or any of its Subsidiaries in a business combination with such third party or entity, declare unless such offer is expressly conditioned upon the performance by Parent and Citizens (or pay any extraordinary dividend on their respective successor in interest) of all of their obligations under this Agreement (including payment of the Merger Consideration hereunder) in a manner such that holders of Community Common Stock entitled to receive Parent Common StockStock and cash in the Merger would receive, or adjust, split, combine or reclassify any on account of the shares of Parent Common Stock without compliance with Section 3.02(i)and cash that they would be entitled to receive in the Merger pursuant to the terms of this Agreement, subject to completion of the Merger, the same consideration in the business combination, if completed, as other holders of Parent Common Stock; or (viie) take any action take, or omit to take take, any action that is intended to or would reasonably be expected likely to result in (a) a Parent Material Adverse Effect or (b) any of the conditions to the Merger set forth in Article 7 not being satisfied or materially delayedsatisfied.