Forbearances of the Company Sample Clauses

Forbearances of the Company. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or the Disclosure Schedule, without the prior written consent of the Acquiror, the Company will not, and will cause each of its Subsidiaries not to:

Forbearances of the Company. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.02 of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by applicable law or regulation, the Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of Parent (which, except in the case of clause (b), shall not be unreasonably withheld or delayed): (i) other than in the ordinary course of business consistent with past practice, incur any long-term indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible for the long-term indebtedness of any other person (other than deposits and similar liabilities, indebtedness of the Company’s Subsidiaries to the Company or any of its wholly owned Subsidiaries and indebtedness under existing lines of credit and renewals or extensions thereof), or (ii) make, or commit to make, any capital expenditures, obligations or liabilities, except in accordance with the capital expenditure budgets previously provided to Parent or approved by the Board of Directors of the Company prior to the date hereof; (b) (i) adjust, split, combine or reclassify any capital stock; (ii) set any record dates or payment dates for the payment of any dividends or distributions on its capital stocks, make, declare or pay any dividend (except (A) regular quarterly cash dividends (with record and payment dates consistent with past practice, provided that the Company will cooperate with Parent to attempt to avoid the occurrence of a payment date for a dividend otherwise permitted by this paragraph (b) occurring after the Effective Time) at a rate not in excess of $0.22 per share of Company Common Stock per quarter; (B) dividends paid by partially owned trust affiliates on outstanding capital securities in accordance with the terms of such securities; and (C) dividends paid by any wholly owned Subsidiary of the Company so long as such dividends are only paid to the Company or any of its other wholly owned Subsidiaries; provided that no such dividend shall cause TD Banknorth, N.A. to cease to qualify as a “well-capitalized” institution under the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 and the applicable regulations thereunder) or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares ...

Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, or as set forth in Section 4.01 of the Company's Disclosure Schedule, or except as expressly consented to in writing by Nortel Networks, the Company will not, and will cause each of its Subsidiaries not to:

Forbearances of the Company. 15 4.02 Forbearances of the Acquiror.........................................18 ARTICLE V Representations and Warranties

Forbearances of the Company. The Company agrees that from the date hereof until the Effective Time, except as expressly contemplated by this Agreement or as Previously Disclosed, without the prior written consent of Purchaser (which consent will not be unreasonably withheld or delayed), the Company shall cause each of the Company Bank and its other Subsidiaries not to:

Forbearances of the Company. Except as set forth in Section 5.2 of the Company Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, except as expressly required by this Agreement, Seller shall not permit the Company or any Company Subsidiary to do, and the Company shall not and shall not permit any Company Subsidiary to do, any of the following, without the prior written consent of Buyer: (a) create or incur any indebtedness for borrowed money (other than acceptance of deposits, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business consistent with past practice, including with respect to prices, terms and conditions), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity; (b) (i) adjust, split, combine or reclassify any capital stock or other equity interest, (ii) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest or make, declare or pay any dividend or distribution (except for dividends paid in the ordinary course of business by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary) or make any other distribution on any shares of its capital stock or other equity interest or redeem, purchase or otherwise acquire any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interest, (iii) grant any stock appreciation rights, restricted stock units or other equity-based compensation or grant to any Person any right to acquire any shares of its capital stock, (iv) issue or commit to issue any additional shares of capital stock of the Company or sell, lease, transfer, mortgage, encumber or otherwise dispose of any capital stock in any Company Subsidiary or (v) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (c) sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly owned Company Subsidiary, except subject to paragraph (k) of this Section 5.2, sales of Loans and sales of investment securities in the ordinary course of business consistent with past practice to third parti...

Forbearances of the Company. Except as expressly contemplated by this Agreement and the Stock Option Agreement or as Previously Disclosed, without the prior written consent of Parent, during the period from the date of this Agreement to the Effective Time, the Company will not, and will cause each of its Subsidiaries not to:

Forbearances of the Company. Until the Effective Time (or, if earlier, the termination of this Agreement), the Company agrees, except as expressly provided in this Agreement, without the prior written consent of an officer to be designated by the Acquiror, the Company will not, and will cause each of its Subsidiaries not to:

Forbearances of the Company. Except as expressly contemplated by this Agreement, without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing, the Company will not, and will cause its Subsidiary not to: Benefit Plans. Enter into, establish, adopt or amend in any material respect (except (i) as may be required by applicable law, (ii) to satisfy contractual obligations that are existing as of the date hereof and (iii) as specifically contemplated by this Agreement) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of the Company or its Subsidiary.