Common use of Conduct Pending the Merger Clause in Contracts

Conduct Pending the Merger. Section 3.1. Conduct of CNS's Business Prior to the Effective Time. ----------------------------------------------------- Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, CNS shall, and shall cause its Subsidiaries to, use its best efforts to (i) conduct its business in the regular, ordinary and usual course consistent with past practice, (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of CNS or ENB to perform their respective covenants and agreements on a timely basis under this Agreement, (iv) take no action which would adversely affect or delay the ability of CNS, CNS Bank, ENB or ENB Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction, (v) take no action that results in or is reasonably likely to have a Material Adverse Effect on CNS or CNS Bank, (vi) continue to implement its Year 2000 Plan in accordance with its terms, (vii) maintain insurance in such amounts and against such risks and losses as are customary for companies engaged in a similar business, (viii) confer on a regular and frequent basis with one or more representatives of ENB to discuss, subject to applicable law, material operational matters and the general status of the ongoing operations of CNS and its Subsidiaries, (ix) promptly notify ENB of any material change in its business, properties, assets, condition (financial or otherwise) or results of operations, and (x) promptly provide ENB with copies of all filings made by CNS or any of its Subsidiaries with any state or federal court, administrative agency, commission or other Governmental Entity in connection with this Agreement and the transactions contemplated hereby.

Conduct Pending the Merger. Section 3.1. Conduct of CNSthe Company's Business Prior to the Effective Time. ----------------------------------------------------- Except as expressly provided in this Agreement, during During the period from the date of this Agreement to the Effective Time, CNS and except as (a) contemplated by this Agreement, (b) required by Applicable Law, (c) necessary to be consistent with prudent banking practice or (d) set forth on Section 3.1 of the Company Disclosure Schedule (as defined below), the Company shall, and shall cause each of its Subsidiaries subsidiaries (as defined below) to, use unless Buyer shall give its best efforts prior written consent (which consent shall not be unreasonably withheld or delayed and shall in any event be deemed to have been given if, within five (5) business days after receipt by Buyer of a written notice from the Company of the Company's intention to act contrary to any one of the covenants set forth in this Section 3.1, Buyer shall not have given written notice to the Company of Buyer's objection to such action): (i) conduct its business and maintain its books and records in the regularusual, regular and ordinary and usual course consistent in all material respects, in conformity with past (A) prudent banking practice, (iiB) maintain any orders or directives issued by the Office of Thrift Supervision ("OTS") as in effect on the date hereof, copies of which have been made available to Buyer and preserve intact its business organization(C) Applicable Law, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of CNS or ENB except for any failure to perform their respective covenants and agreements on a timely basis under this Agreement, (iv) take no action which would adversely affect or delay the ability of CNS, CNS Bank, ENB or ENB Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in comply with any such approvals, consents or waivers containing any material condition or restriction, (v) take no action Applicable Law that results in or is reasonably likely to would not have a Material Adverse Effect on CNS the Company (as defined below); (ii) use commercially reasonable efforts consistent with this Agreement to maintain and preserve intact its present business organization and to maintain and preserve its relationships and goodwill with account holders, borrowers, employees and others having business relationships with the Company or CNS Bankits subsidiaries; (iii) use commercially reasonable efforts to keep in full force and effect all of its material permits and licenses; (iv) use commercially reasonable efforts to maintain insurance coverage at least substantially equivalent to that now in effect on its business operations and all properties which it owns or leases; (v) perform its material contractual obligations and not become in material default on any such obligations, except where the failure to perform such obligations or where being in such default would not have a Material Adverse Effect on the Company; (vi) continue to implement maintain its Year 2000 Plan assets and properties in accordance good condition and repair, except for normal wear and tear and for changes in the ordinary course of business, consistent with its terms, past practice; (vii) maintain insurance in such amounts and against such risks and losses as are customary for companies engaged in a similar businesspromptly notify Buyer regarding receipt from any tax authority of any notification of (A) the commencement of an audit, (viiiB) confer on a regular and frequent basis request to extend the statute of limitations, (C) a statutory notice of deficiency, (D) a revenue agent's report, (E) a proposed assessment, (F) any other similar notification of potential adjustments or (G) any collection enforcement activity by any tax authority with one or more representatives of ENB respect to discuss, subject to applicable law, material operational matters and the general status tax liabilities of the ongoing operations of CNS and its SubsidiariesCompany, (ix) promptly notify ENB of any material change in its business, properties, assets, condition (financial or otherwise) or results of operations, and (x) promptly provide ENB with copies of all filings made by CNS or any of its Subsidiaries subsidiaries; and (viii) make available to Buyer monthly unaudited consolidated balance sheets and consolidated income statements of the Company within twenty-five (25) days after the close of each calendar month. As used in this Agreement, the word "subsidiary" when used with respect to any state or federal courtparty means any corporation, administrative agency, commission partnership or other Governmental Entity in connection organization, whether incorporated or unincorporated, which is consolidated with this Agreement such party for financial reporting purposes. Unless the context otherwise so requires, any reference to the subsidiaries of the Company is deemed to include the Bank and the transactions contemplated herebyits subsidiaries.

Conduct Pending the Merger. Section 3.1. Conduct of CNSMBLA's Business Prior to the Effective Time. ----------------------------------------------------- ------------------------------------------------------ Except as expressly provided in this Agreement, during the period from the date of this Agreement to the Effective Time, CNS MBLA shall, and shall cause its Subsidiaries to, use its best efforts to (i) conduct its business in the regular, ordinary and usual course consistent with past practice, (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) take no action which would adversely affect or delay the ability of CNS MBLA or ENB Citizens to perform their respective covenants and agreements on a timely basis under this Agreement, (iv) take no action which would adversely affect or delay the ability of CNSMBLA, CNS BankMacon Building & Loan, ENB Citizens or ENB Citizens Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any material condition or restriction, (v) take no action that results in or is reasonably likely to have a Material Adverse Effect on CNS MBLA or CNS BankMacon Building & Loan, (vi) continue to implement its Year 2000 Plan in accordance with its terms, (vii) maintain insurance in such amounts and against such risks and losses as are customary for companies engaged in a similar business, (viii) confer on a regular and frequent basis with one or more representatives of ENB Citizens to discuss, subject to applicable law, material operational matters and the general status of the ongoing operations of CNS MBLA and its Subsidiaries, (ix) promptly notify ENB Citizens of any material significant change in its business, properties, assets, condition (financial or otherwise) or results of operations, and (x) promptly provide ENB Citizens with copies of all filings made by CNS MBLA or any of its Subsidiaries with any state or federal court, administrative agency, commission or other Governmental Entity in connection with this Agreement and the transactions contemplated hereby.