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abridged | contract_6 | “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary course of such business in all respects that is materially consistent with past practice, without taking into account the transactions contemplated hereby including the Transactions; provided that “ordinary course of business” shall be deemed to include all Covid-19 Actions. <omitted> 4.1.2 Ordinary and Usual Course. Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below), subject to applicable Law and except (y) as set forth on Schedule 4.1.2 and (z) for Permitted Actions, from the date of this Agreement until the earlier of the Effective Time or an earlier Termination Date, AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects and will not do, and AB will not permit any other AB Subsidiary to do, any of the following: (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_6 | “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary course of such business in all respects that is materially consistent with past practice <omitted> Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below) <omitted> AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_8 | 6.1 Conduct of Company Business Pending the Merger. (a) The Company agrees that, except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice (Page 21) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_8 | The Company agrees that, except <omitted> (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time <omitted> (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice (Page 21) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_9 | Section 5.1. Conduct of Business by the Company Pending the Merger. (a) From and after the date of the Original Agreement and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) any COVID-19 Response taken or omitted to be taken, after written notice provided reasonably in advance of such action or omission to and, to the extent practicable under the circumstances, consultation with, Parent, (iv) as expressly contemplated by this Agreement or (v) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the ordinary course of business and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with suppliers and other third parties with whom the Company and its Subsidiaries have significant business relationships; (Page 20) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_9 | From and after the date of the Original Agreement and prior to the Effective Time <omitted> except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) <omitted> the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the ordinary course of business (Page 20) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_12 | “Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person. <omitted> Section 6.01. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, unless Parent shall otherwise approve in writing, and except as otherwise expressly required by this Agreement, required in order to comply with applicable Law or required in order to comply with COVID-19 Measures, conduct its business in the Ordinary Course of Business, in all material respects, (Page 67) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_12 | “Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person. <omitted> (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, unless Parent shall otherwise approve in writing, <omitted> conduct its business in the Ordinary Course of Business, in all material respects (Page 67) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_13 | 5.1 Conduct of the Business Pending the Merger. The Company covenants and agrees that from the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in accordance with Section 8.1, except as contemplated or permitted by this Agreement or required by applicable Laws or any Governmental Authority or with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice and (Page 27) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_13 | except as <omitted> with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice (Page 27) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_14 | 5.1 Conduct of Business of Boston Private Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Boston Private Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed), (i) Boston Private shall, and shall cause its Subsidiaries to, (a) conduct its business only in the ordinary course of business consistent with past practice (Page 56) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_14 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as <omitted> consented to in writing by SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed), (i) Boston Private shall, and shall cause its Subsidiaries to, (a) conduct its business only in the ordinary course of business consistent with past practice (Page 56) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_15 | 6.1. Affirmative Covenants of Bryn Mawr.
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 WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except required by Law, as otherwise expressly contemplated herein or as set forth in Section 6.1 of Bryn Mawr’s Disclosure Memorandum, Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course <omitted> Ordinary Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,” with respect to either Party, shall take into account the commercially reasonable action or inaction by such Party and its Subsidiaries in response to the Pandemic to comply with thePandemic Measures to the extent disclosed to the other Party prior to the date hereof. (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_15 | unless the prior written consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> Bryn Mawr shall, and shall cause each of its Subsidiaries to, (a) operate its business only in the Ordinary Course <omitted> Ordinary Course” means the conduct of the business of Bryn Mawr and Bryn Mawr Bank in substantially the same manner as such business was operated on the date of this Agreement, including operations in conformance and consistent with Bryn Mawr and Bryn Mawr Bank’s practices and procedures prior to and as of such date. For purposes of this Agreement, the term “Ordinary Course,” with respect to either Party, shall take into account the commercially reasonable action or inaction by such Party and its Subsidiaries in response to the Pandemic to comply with thePandemic Measures to the extent disclosed to the other Party prior to the date hereof. (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_18 | 5 . 1 Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Cadence Disclosure Schedule or the BancorpSouth Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of BancorpSouth and Cadence shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,
<omitted>
(vi) the terms “ordinary course” and “ordinary course of business” with respect to either party, shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to a Pandemic and the Pandemic Measures. (Page 60) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_18 | except as expressly <omitted> consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), <omitted> Cadence shall, and shall cause each of its <omitted> Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,
<omitted>
(vi) the terms “ordinary course” and “ordinary course of business” <omitted> shall take into account the commercially reasonable actions taken <omitted> in response to a Pandemic and the Pandemic Measures. (Page 60) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_19 | Section 5.1 Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as required or specifically permitted pursuant to this Agreement, (c) as required by Law, (d) for any actions taken or omitted to be taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures (“COVID-19 Response”); provided that (x) if such COVID-19 Response would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1 and could reasonably be expected to have an adverse financial impact on the Company or any Company Subsidiary (including the Canyon Newco Entities) of at least $5,000,000 or could reasonably be expected to otherwise materially and adversely impact the Company and the Company Subsidiaries (including the Canyon Newco Entities), taken as a whole, the Company shall, prior to making any such action, (A) provide prior written notice to Parent describing the material facts regarding the situation and the proposed course of action and (B) reasonably consult with Parent and consider in good faith Parent’s suggestions and/or feedback, and (y) in the case of any other COVID-19 Response that would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1, the Company shall, prior to making any such COVID-19 Response, notify Parent in writing, or (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct their business in all material respects in the ordinary course of business consistent with past practice and to keep available the services of their present key employees and maintain their existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other third parties with whom it has material business relations; provided, however, that no action with respect to subject matters specifically addressed by subclauses (ii)(a) through (r) shall be deemed a breach of this clause (i) (Page 23) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_19 | except <omitted> (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to conduct their business in all material respects in the ordinary course of business consistent with past practice <omitted> between the date of this Agreement and the First Effective Time or the date, <omitted> on which this Agreement is terminated (Page 23) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_21 | 5.1 Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Company Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_21 | except <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_24 | 6.1 Conduct of Golden Business Pending the Merger. (a) Except (i)as set forth on Schedule 6.1(a)of the Golden Disclosure Letter, (ii)as expressly permitted or required by this Agreement, (iii)as may be required by applicable Law, (iv)for any commercially reasonable actions (A)in response to change or developments resulting from material changes in commodity prices or (B)required to comply with COVID-19 Measures or otherwise taken (or not taken) by Golden or any of its Subsidiaries reasonably and in good faith to respond to COVID-19 or the COVID-19 Measures (provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of this Agreement, Golden will use commercially reasonable efforts to provide advance notice to and consult with Labrador (if reasonably practicable) with respect thereto and consider in good faith the views of Labrador regarding any such proposed action), (v)for any commercially reasonable actions in response to an emergency condition that presents, or is reasonably likely to present, a significant risk of imminent harm to human health, any material property or asset or the environment; provided that Golden shall, as promptly as reasonably practicable, inform Labrador of such condition and any such actions taken pursuant to this clause (v), (vi)as expressly provided for in Golden’s capital budget (the “ Golden Budget”), a correct and complete copy of which has been made available to Labrador, or (vii)otherwise consented to by Labrador in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Golden covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to conduct its businesses in the Ordinary Course
<omitted>
“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person, excluding any commercially reasonable deviations therefrom due to COVID-19 or COVID-19 Measures. (Page 29) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_24 | Except (i)as <omitted> consented to by Labrador in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Golden covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to conduct its businesses in the Ordinary Course (Page 29) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_17 | 5.1 Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CIT Disclosure Schedule or the BancShares Disclosure Schedule),
44
required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of BancShares and CIT shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (Pages 52-53) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_17 | except as <omitted> consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), <omitted> CIT shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (Pages 52-53) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_28 | “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, but excluding any conduct that would reasonably be expected to violate applicable Law in any material respect. <omitted> 7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business (Page 66) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_28 | “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, but excluding any conduct that would reasonably be expected to violate applicable Law in any material respect. <omitted> 7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to <omitted> (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) <omitted> conduct its business in the Ordinary Course of Business (Page 66) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_31 | 6.1 Conduct of Company Business Pending the Merger. (a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) for any actions required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of its Subsidiaries reasonably and in good faith to respond to COVID-19 or the COVID-19 Measures; provided that prior to taking any actions in reliance on this clause (iv), which would otherwise be prohibited by any provision of this Agreement, the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto or (v) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the Ordinary Course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it.
<omitted>
“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person, excluding any commercially reasonable deviations therefrom due to COVID-19 or COVID-19 Measures. (Page 44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_31 | Except <omitted> (v) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, <omitted> it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the Ordinary Course,
<omitted>
“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person, excluding any commercially reasonable deviations therefrom due to COVID-19 or COVID-19 Measures. (Page 44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_34 | Section 5.1 Interim Operations of the Company and Parent.
(a) From the date of this Agreement and until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as (v) otherwise expressly contemplated by this Agreement, (w) set forth in the applicable subsection of Section 5.1 of the Company Disclosure Letter (it being agreed that disclosure of any item in any subsection of Section 5.1 of the Company Disclosure Letter shall be deemed 36
disclosure with respect to any other subsection of Section 5.1 of the Company Disclosure Letter only to the extent that the relevance of such item to such subsection is reasonably apparent on its face), (x) required by applicable Law, (y)(A) required to comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of its Subsidiaries reasonably and in good faith to respond to COVID-19 or COVID-19 Measures or (B) taken (or not taken) by the Company or any of its Subsidiaries reasonably and in good faith to respond to any other extraordinary event that was not reasonably foreseeable as of the date of this Agreement and occurring after the date of this Agreement that is outside of the control of the Company or its Affiliates and is outside of the ordinary course of business of the Company and its Subsidiaries and Joint Ventures (and is not related to a Company Takeover Proposal); provided that prior to taking any actions in reliance on this clause (y), which would otherwise be prohibited by any provision of this Agreement, the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) with respect thereto or (z) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all material applicable Laws, and shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to preserve intact its present business organization, keep available the services of its directors, officers and employees and maintain existing relations and goodwill with customers, distributors, lenders, partners (including Joint Venture partners and others with similar relationships), suppliers and others having material business associations with it or its Subsidiaries; (Pages 40-41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_34 | except as <omitted> (z) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all material applicable Laws (Pages 40-41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_35 | Section 5.1 Conduct of Company Business Prior to the First Effective Time. (a) Except (i) as required hereby or by applicable Law (including any COVID-19 Measure), (ii) as disclosed in Section 5.1(a) of the Company Disclosure Schedule or (iii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the First Effective Time, the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business in all material respects and, to the extent consistent therewith, use commercially reasonable efforts <omitted> “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities or Parent Entities, as applicable, consistent with past custom and practice; provided, that no action or omission that would constitute a breach of Contract, violation of Law or any tort (including negligence) shall be an action or omission in the Ordinary Course of Business. (Page 52) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_35 | Except <omitted> as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the First Effective Time, the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities or Parent Entities, as applicable, consistent with past custom and practice; (Page 52) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_36 | Section 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (a) may be required by Law, (b) subject to the last paragraph of this Section 6.1, the Company determines, in good faith, may be necessary or advisable in accordance with the COVID Measures or otherwise in response to COVID-19, (c) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (d) may be expressly required or expressly contemplated pursuant to this Agreement or (e) set forth in Section 6.1 of the Company Disclosure Letter, (x) the Company shall use its reasonable best efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business, (Page 42) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_36 | between the date of this Agreement and the earlier of the Effective Time and the date <omitted> on which this Agreement is terminated <omitted> except as <omitted> (c) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> (x) the Company shall use its reasonable best efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business, (Page 42) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_44 | 6.1. Conduct of Business Prior to Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the DCB Disclosure Schedule or the Bridge Bancorp Disclosure Schedule), required by law, or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of Bridge Bancorp and DCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (Page 62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_44 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of Bridge Bancorp and DCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (Page 62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_46 | Section 6.01. Conduct of the Company. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice (with any COVID- 19 Response disclosed to Parent and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice) (Pages 81-82) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_46 | From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, <omitted> unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice (Pages 81-82) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_50 | 6.1 Conduct of Business by the Paired Entities. Except as (A) may be required by Law, (B) any COVID-19 Response after written notice to and, to the extent practicable under the circumstances, consultation with, Parent, (C) set forth in Section 6.1 of the Paired Entities Disclosure Schedule, (D) consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (E) otherwise specifically contemplated or required under this Agreement (or as permitted under the exceptions set forth in Sections 6.1(a) through (t) below), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, (x) each of the Paired Entities shall use commercially reasonable efforts to, and shall cause each of the Paired Entities Subsidiaries to use commercially reasonable efforts to, (i) carry on their respective businesses in the ordinary course of business consistent with the Operating Budget and the Capital Expenditure Budget and past practice, (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_50 | Except as <omitted> consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> during the period from the date of this Agreement to the earlier of the Effective Time <omitted> each of the Paired Entities shall use commercially reasonable efforts to <omitted> carry on their respective businesses in the ordinary course of business consistent <omitted> past practice, (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_51 | Section 6.1 Conduct of Company Business Pending the Merger. <omitted> (a) Except <omitted> (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course, (Page 28) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_51 | the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement <omitted> it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course, (Page 28) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_53 | Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as otherwise contemplated by this Agreement, as disclosed in Section 5.1 of the Company Disclosure Letter, as required by applicable Laws, as required by or in response to any COVID-19 Measures (so long as the Company keeps Parent reasonably informed of, and to the extent reasonably practicable, consults with Parent prior to the taking of any material action with respect to such COVID- 19 Measures) or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use its commercially reasonable efforts to conduct the business of the Company and its subsidiaries in the ordinary and usual course of -34-
business and to preserve substantially intact its business organization and material business relationships with Governmental Entities, customers, suppliers, creditors, and lessors, and without limiting the foregoing, the Company shall not and shall cause each of its subsidiaries not to: (Pages 43-44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_53 | Conduct of Business of the Company Pending the Merger. <omitted> except <omitted> as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use its commercially reasonable efforts to conduct the business of the Company and its subsidiaries in the ordinary and usual course of -34-
business (Pages 43-44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_54 | COVENANTS Section 5.01 Covenants of First Choice. ( a ) During the period from the date of this Agreement until the Effective Time (or earlier termination of this Agreement in accordance with Article 7), except as set forth in Section 5.01(a) of the First Choice Disclosure Schedule as of the date hereof, except as expressly contemplated or permitted by this Agreement, except as required by applicable Law, or except with the prior written consent of Enterprise (which consent will not be unreasonably withheld or delayed), First Choice shall, and shall cause each First Choice Subsidiary to (a) carry on its business only in the Ordinary Course of Business, including in respect of loan loss provisioning, securities portfolio management, compensation and other expense management and other operations which are reasonably expected to impact First Choice’s shareholders’ equity, and in compliance in all material respects with all applicable Laws <omitted>
“Ordinary Course of Business” means the ordinary course of business of First Choice and First Choice Subsidiaries (including First Choice Bank) or Enterprise and Enterprise Subsidiaries (including EB&T), as applicable, consistent with past practice, including with respect to frequency and amount in all material respects. (Page 59) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_54 | except with the prior written consent of Enterprise (which consent will not be unreasonably withheld or delayed), First Choice shall, and shall cause each First Choice Subsidiary to (a) carry on its business only in the Ordinary Course of Business <omitted>
“Ordinary Course of Business” means the ordinary course of business of First Choice and First Choice Subsidiaries (including First Choice Bank) or Enterprise and Enterprise Subsidiaries (including EB&T), as applicable, consistent with past practice, including with respect to frequency and amount in all material respects. (Page 59) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_55 | Section 6.2 Operation of the Company’s Business.
(a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (B) any action required to be taken, or omitted to be taken, -36-
pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall use its commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course (Pages 40-41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_55 | Section 6.2 Operation of the Company’s Business.
(a) During the Pre-Closing Period: (i) except <omitted> (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> the Company shall use its commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course (Pages 40-41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_56 | 5.1 Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Flagstar Disclosure Schedule or the NYCB Disclosure Schedule), as may be required by law or regulation (including any Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) Flagstar shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects and <omitted> (f) the term “ordinary course of business,” with respect to either party, shall take into accountthe commercially reasonable actions taken by such party and its Subsidiaries in response to the Pandemic and the Pandemic Measures. (Page 51) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_56 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) Flagstar shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects <omitted> (f) the term “ordinary course of business,” <omitted> shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to the Pandemic and the Pandemic Measures. (Page 51) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_52 | Section 5.1 Conduct of Business of the Company. (a) Except (A) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (B) for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or (C) as may be required by Law, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, (x) the Company shall, and shall cause each of its Subsidiaries to, conduct its business and the business of its Subsidiaries in all material respects in the ordinary course, <omitted> The terms “ordinary course” or “ordinary course of business” or words of similar import when used in this Agreement mean “ordinary course of business consistent with past practice”. (Page 52) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_52 | Except (A) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> (x) the Company shall, and shall cause each of its Subsidiaries to, conduct its business and the business of its Subsidiaries in all material respects in the ordinary course <omitted>
The terms “ordinary course” <omitted> or words of similar import when used in this Agreement mean “ordinary course of business consistent with past practice” (Page 52) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_58 | Section 5.1 Conduct of Business of the Company. (a) The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as expressly required by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures and similar Laws) or (iv) as Parent shall otherwise consent in writing (e-mail by an officer of Parent being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its businesses; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 5.1(b). (Page 39) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_58 | except <omitted> (iv) as Parent shall otherwise consent in writing (e-mail by an officer of Parent being sufficient) (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice (Page 39) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_59 | Section 5.1 Conduct of Business of the Company.
(a) The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures and similar Laws) or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its businesses; (Page 38) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_59 | The Company covenants and agrees that, <omitted> (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice (Page 38) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_63 | “Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person or taken or not taken reasonably in response to exigent circumstances. <omitted>
Section 6.01. Interim Operations.
(a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, unless Parent shall otherwise approve in writing, and except as otherwise expressly required by this Agreement, required in order to comply with applicable Law or required in order to comply with COVID-19 Measures or deemed advisable by the Company, acting reasonably, in connection with the termination or modification of COVID-19 Measures, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business, in all material respects, and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use their commercially reasonable efforts to maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, distributors, and employees.
<omitted>
“Ordinary Course of Business” means
<omitted>
the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement (Pages 29-30) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_63 | “Ordinary Course of Business” means, with respect to any Person, the conduct that is consistent in nature and scope with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person or taken or not taken reasonably in response to exigent circumstances. <omitted>
The Company shall <omitted> from and after the date of this Agreement until the earlier of the Effective Time <omitted> unless Parent shall otherwise approve in writing <omitted> use commercially reasonable efforts to conduct its business in the Ordinary Course of Business (Page 30) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_62 | 5.2 Operation of the Company’s Business. (a) Except (i) as expressly required by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.2(a) or Section 5.2(b) of the Company Disclosure Letter, (iv) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, in each case in this clause (iv) as determined by the Company in its reasonable discretion to be reasonably necessary in light of then-current conditions and developments; provided, in the case of this clause (iv), that the Company shall, to the extent reasonably practicable under the circumstances, provide reasonable advance notice to and consult with Parent and keep Parent reasonably informed on a reasonably current basis with respect to any such action or inaction that would reasonably be expected to have a material impact on the Company’s day-to-day business operations, or (v) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall and shall cause the Company Subsidiaries to: (A) conduct its business (x) in the ordinary course (Page 40) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_62 | Except <omitted> (v) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall and shall cause the Company Subsidiaries to: (A) conduct its business (x) in the ordinary course (Page 40) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_66 | Section 5.1 Conduct of Business.
(a) Except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law (including COVID-19 Measures) or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use reasonable best efforts to conduct its business in all material respects in the Ordinary Course of Business (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_66 | during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use reasonable best efforts to conduct its business in all material respects in the Ordinary Course of Business (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_68 | Section 6.1 Conduct of Company Business Pending the Merger. (a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law (including any COVID-19 Measures), (iv) as expressly required by the Prepackaged Plan if the Company Chapter 11 Cases have been commenced, or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course, including by using reasonable best efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it; (Page 60) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_68 | Except <omitted> as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to conduct its businesses in the ordinary course (Page 60) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_67 | Section 6.01 Conduct of the Company Pending the Merger. (a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement or otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (x) conduct its operations, in all material respects, in the ordinary course of business, and (Page 25) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_67 | except <omitted> with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (x) conduct its operations, in all material respects, in the ordinary course of business (Page 25) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_73 | 4.2 Operation of the Company’s Business and Marvell’s Business. (a) During the Pre-Closing Period, the Company shall: (i) conduct, and ensure that each of the other Inphi Entities conducts, its business and operations in the ordinary course in all material respects and in accordance with past practices; (Page 52) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_73 | During the Pre-Closing Period, the Company shall: (i) conduct, and ensure that each of the other Inphi Entities conducts, its business and operations in the ordinary course in all material respects and in accordance with past practices (Page 52) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_79 | 6.1 Conduct of Company Business Pending the Merger.
(a) Except as set forth on Section 6.1(a) of the Company Disclosure Letter, as expressly permitted, contemplated or required by this Agreement, as may be required by applicable Law or otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), and except for actions taken (or not taken) in good faith (and following prior consultation with Parent and reasonable consideration of Parent’s comments and recommendations) in order to respond to the COVID-19 pandemic or COVID-19 Measures, the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course of business consistent with past practice, including by using commercially reasonable efforts to preserve substantially intact its present business organization, goodwill and assets, to keep available the services of its current officers and employees, and preserve its existing relationships with its significant customers, suppliers, licensors, licensees, distributors, lessors and others having significant business dealings with it; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this Section 6.1(a) unless such action would constitute a breach of such other provision. (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_79 | Except as <omitted> consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted> the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course of business consistent with past practice, (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_87 | Section 5.2 Operation of the Company and Company Subsidiaries. (a) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>
“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_87 | with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date <omitted> the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; <omitted>
“Ordinary Course of Business” shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person. (Page 37) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_88 | Section 5.1 Conduct of Company Business Prior to the Effective Time.
(a) Except (i) as required hereby or by applicable Law, (ii) as disclosed in Section 5.1(a) of the Company Disclosure Schedule or (iii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
<omitted>
“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice and, except as such term is used in Section 5.1(b), taking into account the conduct and operations of the Company Entities since, and the effect of, the COVID-19 pandemic. (Page 19) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_88 | Except <omitted> as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the Effective Time, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in the Ordinary Course of Business in all material respects
<omitted>
“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the businesses of the Company Entities, consistent with past custom and practice (Page 19) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_96 | Section 5.1 Conduct of Business of the Company. (a) Except for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or required by Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to maintain its legal existence and conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted and (ii) to the extent consistent therewith, use and cause each of its Subsidiaries to use reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, goodwill associated therewith, relationships with regulators and business relationships. (Page 39) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_96 | Except for matters <omitted> permitted <omitted> with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement <omitted> the Company shall <omitted> (i) use reasonable best efforts to <omitted> conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted (Page 39) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_95 | 6.1 Conduct of Business by NIC Pending the Closing.
(a) NIC agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant t o Section 8.1, except (v) as set forth in Section 6.1 of the NIC Disclosure Letter, (w) in connection with a NIC COVID Action that is required by applicable Law (provided that, if a NIC COVID Action is required in certain jurisdictions where NIC conducts business, NIC may take such NIC COVID Action in any other jurisdiction where NIC conducts business), (x) as contemplated, permitted or required by this Agreement, (y) as may be required by applicable Law, including the regulations or requirements of any stock exchange or regulatory organization applicable to NIC or any NIC Subsidiary, or any NIC Plan, or (z) as consented to in writing by Tyler (such consent not to be unreasonably withheld, conditioned, or delayed, except with respect to Sections 6.1(b)(ii) and 6.1(b)(iv), which may be given in Tyler’s sole discretion), NIC shall, and shall cause each NIC Subsidiary to, use commercially reasonable efforts to (i) conduct its business in the ordinary course of business
<omitted>
“ordinary course of business” means (a) with respect to NIC, a NIC Subsidiary, Tyler, or a Tyler Subsidiary, the ordinary and usual course of business of such Person consistent with past practice, (b) with respect to NIC or a NIC Subsidiary, a NIC COVID Action, or (c) with respect to any individual, any action taken by such individual if such action is taken in the ordinary course of such individual’s normal day-to-day operations consistent with past practice. (Page 31) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_95 | NIC agrees that between the date hereof and the earlier of the Effective Time <omitted> except (v) as set forth in Section 6.1 of the NIC Disclosure Letter, <omitted> as consented to in writing by Tyler (such consent not to be unreasonably withheld, conditioned, or delayed, except with respect to Sections 6.1(b)(ii) and 6.1(b)(iv), which may be given in Tyler’s sole discretion), NIC shall, and shall cause each NIC Subsidiary to, use commercially reasonable efforts to (i) conduct its business in the ordinary course of business (Page 31) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_100 | 5.1. Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (e) as may be required by applicable Law, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best efforts -57-
to maintain its existence in good standing pursuant to applicable Law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business, except with respect to actions or omissions that constitute COVID-19 Measures; and (Pages 61-62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_100 | 5.1. Affirmative Obligations. Except <omitted> (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); <omitted> the Company will, and will cause each of its Subsidiaries to, <omitted> (ii) <omitted> conduct its business and operations in the ordinary course of business (Pages 61-62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_101 | Section 5.1. Conduct of Business by the Company Pending the Merger. (a) From and after the date hereof and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers, partners, and other third parties with whom the Company and its Subsidiaries have significant business relationships. <omitted> “Ordinary Course of Business” means the ordinary course of business consistent with the past practice of the Company; (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_101 | except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) <omitted> the Company shall, and shall cause its Subsidiaries to, carry on its business in all material respects in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means the ordinary course of business consistent with the past practice of the Company; (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_106 | 5.01 Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course (Page 48) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_106 | The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing <omitted> ) <omitted> the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course (Page 48) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_107 | SECTION 7.1. Conduct of the Company.
(a) During the Pre-Closing Period, except (i) as set forth in Section 7.1 of the Company Disclosure Letter, (ii) as required by the express terms of this Agreement, (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), or (iv) as required by applicable Law (including COVID-19 Measures), the Company shall, and shall cause the Company Subsidiaries to, (x) conduct their respective business only in the ordinary and usual course of business and consistent with past practice, (Page 63) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_107 | except <omitted> (iii) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), <omitted> the Company shall, and shall cause the Company Subsidiaries to, (x) conduct their respective business only in the ordinary and usual course of business and consistent with past practice, (Page 63) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_108 | Section 5.1 Conduct of Business. (a) Conduct of Business by the Company. Except as otherwise expressly required or permitted by this Agreement, as set forth in Section 5.1(a) of the Company Disclosure Letter or as may be required by Law (including “shelter-in-place,” “stay-at-home” and similar Laws), during the period from the date of this Agreement until the Effective Time, except as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) carry on its business in the ordinary course in all material respects, (Page 74) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_108 | during the period from the date of this Agreement until the Effective Time, except as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) carry on its business in the ordinary course in all material respects, (Page 74) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_109 | 5.1 Conduct of Business Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, and (Page 50) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_109 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except <omitted> as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, and (Page 50) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_110 | Section 6.1 Conduct of Business by the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law or pursuant to the terms of any Company Benefit Plan in effect as of the date hereof, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures (provided that, in the case of this clause (iii), the Company shall use reasonable best efforts to consult with Parent prior to or promptly following the taking (or omitting) of any action that would be prohibited or otherwise restricted or required, as applicable, by this Section 6.1 but for this clause (iii) and consider in good faith any reasonable requests by Parent in respect of such actions or omissions), (iv) as set forth in Section 6.1 of the Company Disclosure Letter or (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to:
(a) (i) conduct its business and the business of the Company Subsidiaries other than in the ordinary course, in any material respect (Page 58) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_110 | except <omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to:
(a) (i) conduct its business and the business of the Company Subsidiaries other than in the ordinary course, in any material respect (Page 58) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_111 | 1.3 Certain Interpretations.
<omitted>
(i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
<omitted>
5.1 Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; (d) for any actions taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures; or (e) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, each of the Company Parties will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business; (Page 64) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_111 | (i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
<omitted>
Except <omitted> (e) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, each of the Company Parties will, and will cause each of its Subsidiaries to, <omitted> use its respective commercially reasonable efforts to conduct its business and operations in the ordinary course of business (Page 64) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_103 | SECTION 5.1 Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as otherwise expressly permitted or required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule, the taking of any COVID Action (the “COVID Company Exception”), or to the extent required to comply with applicable Laws, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause each of its subsidiaries to, and the Company shall exercise (and cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture to, (i) conduct its business in the ordinary course of business consistent with past practice and in substantially the same manner as heretofore conducted (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_103 | SECTION 5.1 Conduct of Business of the Company Pending the Merger. <omitted> unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall, and shall cause each of its subsidiaries to, and the Company shall exercise (and cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture to, (i) conduct its business in the ordinary course of business consistent with past practice and in substantially the same manner as heretofore conducted (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_105 | Section 6.01 Conduct of Business of the Company. (a) During the period from the date of this Agreement until the earlier of the termination of the Agreement in accordance with Article X and the Effective Time (such period of time, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Company COVID Action or (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate in the ordinary course of business. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit the Company or its Subsidiaries from taking, any Company COVID Action. (Page 73) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_105 | the Company shall, and shall cause each of its Subsidiaries <omitted> (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), (Page 73) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_112 | 4.01 Forbearances of Premier Financial. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by law (including Pandemic Measures) or required by an applicable Regulatory Order, without the prior written consent of Peoples, Premier Financial shall not, and shall cause its Subsidiaries not to:
15
(a) Ordinary Course. Conduct the business of Premier Financial and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their respective business organizations and assets and maintain their respective rights, franchises and existing relations with customers, suppliers, vendors, employees and business associates, or voluntarily take any action which, at the time taken, is reasonably likely to have an adverse effect upon Premier Financial’s ability to perform any of its obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement, or enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, (Pages 18-19) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
abridged | contract_112 | From the date hereof until the Effective Time, <omitted> without the prior written consent of Peoples, Premier Financial shall not, and shall cause its Subsidiaries not to:
15
(a) Ordinary Course. Conduct the business of Premier Financial and its Subsidiaries other than in the ordinary and usual course (Pages 18-19) | Flat consent | 1 | Buyer consent requirement (ordinary course)-Answer | <NONE> | Ordinary course covenant | 117 | Operating and Efforts Covenant |
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