Common use of Affiliates; Publication of Combined Financial Results Clause in Contracts

Affiliates; Publication of Combined Financial Results. (a) Each of Pinnacle and CB shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Merger for "pooling of interests" accounting treatment) of such party to deliver to the other party hereto, as soon as practicable after the date of this Agreement, and prior to the date of the stockholders' meetings called by Pinnacle and CB to approve this Agreement, a written agreement, in the form of Exhibit C hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of Pinnacle Common Stock or CB Common Stock held by such "affiliate" and, in the case of the "affiliates" of CB, the shares of Pinnacle Common Stock to be received by such "affiliate" in the Merger: (i) in the case of shares of Pinnacle Common Stock to be received by "affiliates" of CB in the Merger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder; and (ii) except to the extent and under the conditions permitted therein, during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial results covering at least 30 days of combined operations of Pinnacle and CB. (b) The Surviving Corporation shall use its best efforts to publish as promptly as reasonably practical but in no event later than 90 days after the end of the first month after the Effective Time in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.

Affiliates; Publication of Combined Financial Results. (a) Each Prior to the Effective Date the Company shall cause to be delivered to Parent an opinion (satisfactory to counsel for Parent) of Pinnacle the general counsel of the Company or such law firm as may be reasonably satisfactory to Parent, identifying all persons who were, in his or its opinion, at the time of the Company Meeting convened in accordance with Section 3.5, "affiliates" of the Company as that term is used in paragraphs (c) and CB shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes d) of Rule 145 under the Securities Act and for purposes of qualifying (the Merger for "pooling of interests" accounting treatmentAFFILIATES"). (b) of such party The Company shall use its best efforts to deliver to the other party hereto, as soon as practicable after the date of this Agreement, and prior to the date of the stockholders' meetings called by Pinnacle and CB to approve this Agreement, obtain a written agreement, agreement in the form of set forth as Exhibit C heretoto this Merger Agreement from each person who is identified as a possible Affiliate in the opinion referred to in clause (a) above, providing that such person Affiliate will not (i) offer to sell, pledge, transfer sell or otherwise dispose of any shares of Pinnacle Common Stock or CB Common Stock held by such "affiliate" and, in the case of the "affiliates" capital stock of CB, the shares of Pinnacle Common Stock Parent issued to be received by such "affiliate" in the Merger: (i) in the case of shares of Pinnacle Common Stock Affiliate pursuant to be received by "affiliates" of CB in the Merger, except in compliance with Rule 145 or another exemption from the applicable provisions registration requirements of the Securities Act and the rules and regulations thereunder; and (ii) except to the extent and under the conditions permitted therein, during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial results (including combined sales and net income) covering at least 30 days of post-merger operations, sell or in any other way reduce such Affiliate's risk relative to any Parent Common Stock received in the Merger (within the meaning of the Commission's Financial Reporting Release No. 1, "CODIFICATION OF FINANCING REPORTING POLICIES," Section 201.01 (47 F.R. 21030) (April 15, 1982)). The Company shall deliver such written agreements to Parent on or prior to the earlier of (i) the mailing of the Proxy Statement or (ii) the thirtieth day prior to the Effective Date. (c) If the Effective Date is less than 30 days prior to the end of Parent's fiscal quarter, Parent shall use reasonable efforts to prepare and publicly release as soon as practicable following the end of the first month ending at least 30 days after the Effective Date, a report filed with the Commission on Form 8-K or any other public filing, statement or announcement which includes the combined financial results (including combined sales and net income) of Parent and the Company for a period of at least 30 days of combined operations of Pinnacle Parent and CB. (b) The Surviving Corporation shall use its best efforts to publish as promptly as reasonably practical but in no event later than 90 days after the end of the first month after Company following the Effective Time Date; PROVIDED that Parent need not prepare and release such results if, in which there are at least 30 days its good faith judgment, it determines that such release would not be in the best interests of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135Parent.

Affiliates; Publication of Combined Financial Results. (a) Each of Pinnacle Bancorp and CB CBI shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Merger for "pooling of pooling-of- interests" accounting treatment) of such party to deliver to the other party hereto, as soon as practicable after the date of this Agreement, and prior to the date of the stockholders' meetings shareholder meeting called by Pinnacle and CB CBI to approve this Agreement, a written agreement, in the form of Exhibit C 6.5(a) hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of Pinnacle Bancorp Common Stock or CB CBI Common Stock held by such "affiliate" and, in the case of the "affiliates" of CBCBI, the shares of Pinnacle Bancorp Common Stock to be received by such "affiliate" in the Merger: (i1) in the case of shares of Pinnacle Bancorp Common Stock to be received by "affiliates" of CB CBI in the Merger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder; and (ii2) except to the extent and under the conditions permitted therein, during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial results covering at least 30 days of combined operations of Pinnacle Bancorp and CBCBI. Notwithstanding any other provision of this Agreement, no certificate for Bancorp Common Stock shall be delivered in exchange for CBI Certificates held by any such "affiliate" who shall not have executed and delivered such an agreement. (b) The Surviving Corporation Bancorp shall use its best efforts to publish as promptly as reasonably practical but in no event later than 90 ninety (90) days after the end of the first month after the Effective Time in which there are at least 30 thirty (30) days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.

Affiliates; Publication of Combined Financial Results. (a) Each of Pinnacle Bancorp and CB CBI shall use its best efforts ef- forts to cause each director, executive officer and other person per- son who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Merger for "pooling of pooling-of-interests" accounting treatment) of such party to deliver to the other party hereto, as soon as practicable after the date of this Agreement, and prior to the date of the stockholders' meetings share- holder meeting called by Pinnacle and CB CBI to approve this Agreement, a written writ- ten agreement, in the form of Exhibit C 6.5(a) hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of Pinnacle Bancorp Common Stock or CB CBI Common Stock held by such "affiliate" and, in the case of the "affiliatesaffili- ates" of CBCBI, the shares of Pinnacle Bancorp Common Stock to be received by such "affiliate" in the Merger: (i1) in the case of shares of Pinnacle Bancorp Common Stock to be received by "affiliates" of CB CBI in the Merger, except in compliance with the applicable provisions provi- sions of the Securities Act and the rules and regulations thereunder; and (ii2) except to the extent and under the conditions permitted therein, during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial fi- nancial results covering at least 30 days of combined operations opera- tions of Pinnacle Bancorp and CBCBI. Notwithstanding any other provision of this Agreement, no certificate for Bancorp Common Stock shall be delivered in exchange for CBI Certificates held by any such "affiliate" who shall not have executed and delivered such an agreement. (b) The Surviving Corporation Bancorp shall use its best efforts to publish as promptly as reasonably practical but in no event later than 90 ninety (90) days after the end of the first month after the Effective Time in which there are at least 30 thirty (30) days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income figures as contemplated by and in accordance accor- dance with the terms of SEC Accounting Series Release No. 135.