ORDINARY AND USUAL COURSE Sample Clauses

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: (a) issue, sell, or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional AB Securities or shares of capital stock of an AB Subsidiary; provided that AB may issue the foregoing upon the settlement of any AB Option or AB RSU outstanding as of the date of this Agreement; (b) directly or indirectly adjust, split, combine, redeem, reclassify, purchase, or otherwise acquire, any AB Securities or shares of capital stock of an AB Subsidiary (other than repurchases in the ordinary course of business to satisfy obligations under a Plan); provided that AB may repurchase or otherwise acquire shares in connection with the acceptance of shares underlying AB Options as payment for the per share exercise price of the AB Options or as payment for Taxes incurred in connection with the exercise, vesting and/or settlement of the AB Options or AB RSUs, in each case in accordance with the AB Stock Plans and individual award agreements; (c) other than (i) as permitted by this Agreement or (ii) as is otherwise consistent with past practices with respect to timing and amounts, declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to AB Stock; (d) solicit or accept deposit accounts of a materially different type from accounts previously accepted by the Bank or at rates materially in excess of prevailing interest rates, or incur, or increase the principal amount of, any indebtedness for borrowed money (excluding Fed Funds, Federal Home Loan Bank borrowings, repurchase agreements or similar obligations incurred in the ordinary course of business); (e) offer or make loans or other extensions of credit of a materially different type, or apply different underwriting standards, from those previously offered or applied by the Bank, or offer or make...

ORDINARY AND USUAL COURSE. Without prior written consent of Glacier, subject to applicable law and except as required by the Commissioner, the FDIC, the OCC or the Federal Reserve (so long as Glacier receives prior written notice of such required action), CDC and each CDC Bank will conduct their respective business only in the ordinary and usual course and will not do any of the following: (i) effect any stock split or other recapitalization with respect to CDC Common Stock or the shares of any CDC Bank, pledge or encumber in any way any shares of such capital stock; or grant any option for shares of such capital stock; (ii) other than in the ordinary course of business, consistent with past practice, or as necessary to pay CDC Transaction Fee expenses consistent with this Agreement, declare or pay any dividend (excluding quarterly dividends to be paid in April 2006 and July 2006 of approximately $500,000 per quarter), or make any other distribution, either directly or indirectly, with respect to CDC Common Stock or the shares of any CDC Bank; (iii) acquire, sell, transfer, assign, encumber or otherwise dispose of any material assets or make any material commitment other than in the ordinary and usual course of business; (iv) solicit or accept deposit accounts of a different type from accounts previously accepted by the CDC Banks or at rates materially in excess of prevailing interest rates, or incur any indebtedness for borrowed money (excluding Fed Funds and Federal Home Loan Bank borrowings); (v) offer or make loans or other extensions of credit of a different type, or apply different underwriting standards, from those previously offered or applied by the CDC Banks, or offer or make a new loan or extension of credit in an amount greater than $1 million without prior consultation with Glacier; provided, that it is acknowledged and agreed that renewals of loans to existing customers shall not require prior consultation with Glacier; (vi) except for the transfer of the Leased Real Property, cancellation of Leases, foreclosures and satisfaction of obligations as contemplated by Section 4.1.12, acquire an ownership interest or a leasehold interest in any real property, except those disclosed in Schedule 3.1.6, without making an appropriate environmental evaluation in advance of obtaining such interest and without providing to Glacier such evaluation and at least 30 days’ advance notice; (vii) enter into, renew, or terminate any contracts calling for a payment by any of them of more th...

ORDINARY AND USUAL COURSE. Mountain West will, and will cause its Subsidiaries to, conduct business only in the ordinary and usual course and, without the prior written consent of Glacier, will not, and will not allow its Subsidiaries to, do any of the following: (a) effect any stock split or other recapitalization with respect to Mountain West Common Stock or the capital stock of a Mountain West Subsidiary, or issue, pledge, redeem, or encumber in any way any shares of Mountain West's or a Mountain West Subsidiary's capital stock, except shares issued pursuant to the exercise of Mountain West Stock Options; or grant any option or other right to shares of Mountain West's or a Mountain West Subsidiary's capital stock;

ORDINARY AND USUAL COURSE. Astoria will conduct business only in the ordinary and usual course and, without the prior written consent of Columbia, will not do any of the following unless otherwise disclosed on Schedule 13,: (a) effect any stock split or other recapitalization with respect to Astoria Common Stock, or issue, pledge, redeem, or encumber in any way any shares of Astoria’s capital stock, except shares issued pursuant to the exercise of Astoria Stock Options; or grant any option or other right to shares of Astoria’s capital stock; (b) (without giving effect to the introductory paragraph of this Section 4.1.2) declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to Astoria Common Stock; provided, however, that prior to the Effective Time, Astoria may, consistent with established past practices, declare and pay its June 2004 cash dividend in the aggregate amount of the lesser of (i) 60% of earnings for the six-month period ending June 30, 2004, or (ii) $0.30 per share of Astoria Common Stock that is outstanding as of the record date of such dividend; and provided, further, that if Closing does not occur on or before November 30, 2004, and as long as such delay is not the result of Astoria seeking to obtain withdrawal of dissenting shares pursuant to Section 7.3.9, then Astoria may, consistent with established past practices, declare and pay one additional cash dividend in an aggregate amount not to exceed $0.30 per share of Astoria Common Stock that is outstanding as of the record date of such dividend, or such other amount as Columbia and Astoria may mutually agree; (c) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment with respect to its assets other than in the ordinary and usual course of business; (d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest rates, or incur any indebtedness greater than $50,000 (except for borrowings from the Federal Home Loan Bank in the ordinary course of business and consistent with past practices); (e) acquire an ownership interest or a leasehold interest in any real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to Columbia and (2) (without giving effect to the i...

ORDINARY AND USUAL COURSE. Without prior written consent of Intermountain or Panhandle and except as required by the Director, the FDIC or the Federal Reserve (so long as Intermountain and Panhandle receive prior written notice of such required action), Snake River and Magic Valley will conduct their respective business only in the ordinary and usual course and will not do any of the following: (i) effect any stock split or other recapitalization with respect to Snake River Common Stock or the shares of Magic Valley; issue (except for issuances upon the exercise of Snake River Options), pledge or encumber in any way any shares of such capital stock; or grant any option for shares of such capital stock; (ii) other than in the ordinary course of business, consistent with past practice, and as necessary to pay Snake River Transaction Fee expenses consistent with this Agreement, declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to Snake River Common Stock or the shares of Magic Valley; (iii) acquire, sell, transfer, assign, encumber or otherwise dispose of assets or make any commitment other than in the ordinary and usual course of business; (iv) solicit or accept deposit accounts of a different type from accounts previously accepted by Magic Valley or at rates materially in excess of prevailing interest rates, or incur any indebtedness for borrowed money; (v) offer or make loans or other extensions of credit of a different type, or apply different underwriting standards, from those previously offered or applied by Magic Valley, or offer or make a loan or extension of credit in an amount greater than $500,000 without prior consultation with Panhandle; (vi) except for the transfer of the Leased Real Property, cancellation of Leases and satisfaction of obligations as contemplated by Section 4.1.12, acquire an ownership interest or a leasehold interest in any real property, except those disclosed in Schedule 5, whether by foreclosure or otherwise, without making an appropriate environmental evaluation in advance of obtaining such interest and without providing to Intermountain such evaluation and at least 30 days' advance notice; (vii) enter into, renew, or terminate any contracts calling for a payment by either of them of more than $10,000 (including real property leases and data or item processing agreements) with or for a term of one-year or more, except for its contracts of deposit and agreements to lend money not otherwise restric...

ORDINARY AND USUAL COURSE. As used in this Agreement, the phrases "ordinary and usual course," "ordinary and usual course of business," "ordinary course of business," and similar phrases mean activity that is performed in accordance with BDML's historical and customary practices with respect to the activity.

ORDINARY AND USUAL COURSE. Without the prior written consent of WCB, VB will, and will cause the Bank to, conduct its business only in the ordinary and usual course and will not, and will not allow the Bank to, do any of the following: (a) effect any stock split or other recapitalization with respect to VB Common Stock or the Bank's capital stock; issue, pledge or encumber in any way any shares of VB's or the Bank's capital stock; or grant any option or other right to shares of VB's or the Bank's capital stock (except issuances of common stock upon exercise of options granted before the date of this Agreement); (b) declare or pay any dividend, or make any other distribution, either directly or indirectly, 41 with respect to VB Common Stock or the Bank's capital stock; (c) dispose of assets or make any commitment other than in the ordinary and usual course of business; (d) solicit or accept deposit accounts of a different type from accounts previously accepted by it or at rates materially in excess of rates previously paid by it, except to reflect changes in prevailing interest rates, or incur any indebtedness greater than $5,000; (e) acquire an ownership interest or a leasehold interest in any Property or any other real property, whether by foreclosure or otherwise, without: (1) making an appropriate environmental evaluation in advance of obtaining the interest and providing the evaluation to WCB and (2) providing WCB with at least 30 days' advance written notice before it acquires the interest; (f) except as otherwise required by law (including in particular the VB's board of directors' fiduciary duty to shareholders), enter into or recommend the adoption by VB's shareholders of any agreement involving a possible merger or other business combination or asset sale by VB not involving the Transaction; or (g) enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business or as required by this Agreement, except for expenses reasonably related to completion of the Transaction, which expenses are estimated not to exceed $120,000.

ORDINARY AND USUAL COURSE. Without prior written consent of HFC or Bank, NP and NPB will conduct their respective business only in the ordinary and usual course and will not do any of the following: (i) Effect any stock split or other recapitalization with respect to NP Common Stock or the shares of NPB; issue, pledge or encumber in any way any shares of such capital stock; or grant any option for shares of such capital stock. (ii) Declare or pay any dividend, or make any other distribution, either directly or indirectly, with respect to NP Common Stock or the shares of NPB (except that NPB may declare a dividend to NP). (iii) Dispose of assets or make any commitment other than in the ordinary and usual course of business. (iv) Solicit or accept deposit accounts of a different type from accounts previously accepted by NPB or at rates materially in excess of rates previously paid by NPB except to reflect changes in prevailing interest rates, or incur any indebtedness for borrowed money. (v) Acquire an ownership interest or a leasehold interest in any real property, whether by foreclosure or otherwise, without making an appropriate environmental evaluation in advance of obtaining such interest and without providing to HFC such evaluation and at least 30 days' advance notice. (vi) Enter into any other transaction or make any expenditure other than in the ordinary and usual course of its business except for expenses reasonably related to completion of the Transaction. (vii) Take any action which would materially and adversely affect or delay their ability or the ability of HFC and Bank to obtain any necessary approvals, consents or waivers of any governmental authority required for the Transaction or the Mergers or to perform their respective covenants and agreements under this Agreement.