Common use of Forbearances of Parent Clause in Contracts

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company: (a) amend its articles of incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of Company Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take any action, or fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, Schedules or as expressly required or contemplated by this Agreement or as required by LawAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company:the Company (which consent shall not be unreasonably withheld or delayed): (a) amend its articles the Parent Articles of incorporation Incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub Bylaws in a manner that would materially and adversely affect the economic benefits holders of the First Merger Company Common Stock, or adversely affect the Holders of the Company Common Stock relative to the other holders of Company Parent Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated herebyTransactions, including the Merger and the Bank Merger, except, in every each case, as may be required by applicable Law; (c) knowingly take any action, or knowingly fail to take any action, which action or failure to act prevents would prevent or impedesimpede, or could reasonably be expected to prevent or impede, the Mergers Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (fd) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3; (e) adjust, split, combine or reclassify any Parent Common Stock; or (f) take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the Transactions or, except as otherwise set forth herein, the Parent Shareholder Approval or to perform its covenants and agreements under this Agreement or to consummate the Transactions.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, Schedules or as expressly required by this Agreement or as required by LawAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company:the Company (which consent shall not be unreasonably withheld or delayed): (a) amend its articles the Parent Articles of incorporation Incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub Bylaws in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of Company Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated herebyin this Agreement, including the Merger and the Bank Merger, except, in every each case, as may be required by applicable Law; (c) knowingly make, declare, pay or set aside for payment any dividend on or with respect to Parent Common Stock or make any other distribution to Parent’s shareholders except for the payment of regular quarterly dividends in the ordinary course of business consistent with past practice; (d) effect any merger, consolidation or other business combination of Parent where Parent is not the surviving person, unless such agreement: (i) requires express assumption of the Agreement by such surviving person; or (ii) does not materially or adversely affect the economic benefit to holders of Company Common Stock provided in this Agreement; (e) take any action, or knowingly fail to take any action, which action or failure to act prevents would prevent or impedesimpede, or could reasonably be expected to prevent or impede, the Mergers Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3.

Forbearances of Parent. During the period from From the date of this Agreement to hereof until the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required contemplated by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the followingAgreement, without the prior written consent of CompanyARB (which consent shall not be unreasonably withhold, conditioned or delayed), Parent will not, and will cause each of Parent’s Subsidiaries not to: (a) amend Conduct the business of Parent or any of its articles Subsidiaries other than in the ordinary and usual course or fail to use its reasonable best efforts to preserve its business organization and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with customers, suppliers, creditors, lessors, lessees, employees and business associates, or knowingly take any action which is intended, or would reasonably be expected to(i) materially impede, delay or adversely affect the ability of incorporation Parent to consummate the Merger and the other transactions contemplated by this Agreement. (b) Take or bylaws omit to take, or similar governing documents agree or commit to take or omit to take, any action that would result in (i) any of Parent’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied or (iii) a material violation of any provision of this Agreement, except as may be required by applicable Law. (c) Amend the Parent Bank Articles or Merger Sub the Parent Bylaws in a manner that would materially and adversely affect the economic benefits holders of the First Merger to ARB Common Stock, or adversely affect the holders of Company ARB Common Stock relative to other holders of Parent Common Stock;. (bd) take Adjust, split, combine or reclassify any action that is intended tocapital stock of Parent or make, would declare or would be reasonably likely to result in pay any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take extraordinary dividend on any action, or fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by capital stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect Agree to ittake, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, to take, or adopt any resolutions of the board its Board of directors of Parent Directors or similar governing body in support of, any of the actions prohibited by this Section 5.34.02.

Forbearances of Parent. During the period from the date of this Agreement to the earlier of the Effective TimeTime and any termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required contemplated or permitted by this Agreement or as required by LawAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company: , (a) amend its articles amend, repeal or otherwise modify any provision of Parent’s certificate of incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub in a manner (other than those that would materially and not adversely affect Company’s, Holders’ or Parent’s ability to consummate the economic benefits of the First Merger to the holders of Company Common Stock; transactions contemplated hereby), (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take any action, or fail to take any action, which action or failure to act prevents or impedeswould, or could reasonably be expected to to, prevent or impede, impede the Mergers Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; , (ic) acquire direct take any action that is intended or indirect control over is reasonably likely to result in any business of its representations or Corporate Entity, whether by stock purchase, merger, consolidation warranties of Parent set forth in this Agreement being or otherwisebecoming untrue in any material respect at any time prior to the Effective Time, or (ii) make in any other investment either by purchase of stock or securities, contributions the conditions to capital, property transfers or purchase of any property or assets of any other Personthe Mergers set forth in ‎Article VII not being satisfied, except, in either instanceeach case, as may be required by applicable law, (xd) in connection with take any action (including entering into a foreclosure merger or acquisition transaction) that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of collateral Parent to obtain the necessary approvals of any Regulatory Agency or conveyance any Governmental Entity required for the consummation of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parenttransactions contemplated by this Agreement, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to itagree, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to resolve or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, to take any of the actions prohibited by this Section 5.3‎5.3.

Forbearances of Parent. During the period from the date of this Agreement to the Effective TimeTime or earlier termination of this Agreement, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required contemplated or permitted by this Agreement or as required by Lawlaw, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company:Company (such consent not to be unreasonably withheld, conditioned or delayed): (a) adjust, split, combine or reclassify any shares of Parent Common Stock; (b) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede the Company Merger from qualifying for the Intended Tax Treatment; (c) amend its articles of incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub in a manner that would materially and adversely affect the economic benefits holders of the First Merger to Company Common Stock, or adversely affect the holders of Company Common Stock relative to other holders of Parent Common Stock; (bd) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take any action, or fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent adversely affect or impede, delay the Mergers from qualifying as a “reorganization” within the meaning ability of Section 368(a) of the Code; (i) acquire direct either Parent or indirect control over Company to obtain any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase necessary approvals of any property Parent Regulatory Agency, Company Regulatory Agency or assets of any other Person, except, in either instance, (x) in connection with Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain;timely basis; or (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or take, make any commitment to, to take, or adopt any resolutions of the board its Board of directors of Parent Directors or similar governing body in support of, any of the actions prohibited by this Section 5.35.03.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, Schedule or as expressly required by this Agreement or as required by LawAgreement, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company: (a) amend its articles of incorporation or bylaws or similar governing documents of any of Parent Bank or Merger Sub its subsidiaries in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of Company Common StockStock or would materially impede Parent’s ability to consummate the transactions contemplated by this Agreement; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Mergers Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Regulatory Approvals will be more difficult to obtain; (e) with respect to it, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (fd) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3.

Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company: (a) amend its articles Parent’s certificate of incorporation formation or bylaws or similar governing documents of any of Parent Bank or Merger Sub in a manner that would materially and adversely affect the economic benefits of the First Merger to the holders of Company Common Stock; (b) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (c) knowingly take any action, or fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (i) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise, or (ii) make any other investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other Person, except, in either instance, (x) in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Parent, or (y) if such transaction, together with all other such transactions, is not material to it Parent and its Subsidiaries, taken as a whole, and would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Required Regulatory Approvals will be more difficult to obtain; (e) with respect to itParent, Parent Bank or Merger Sub, adopt or enter into a plan of liquidation or dissolution; or (f) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Parent in support of, any of the actions prohibited by this Section 5.3.