Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. Subject Company has disclosed in Section 8.10 of the Subject Company Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. Subject Company shall use its reasonable efforts to cause each such Person to deliver to Parent not later than 40 days prior to the Effective Time, a written agreement, substantially in the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Subject Company Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Parent Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If the Merger will qualify for pooling-of-interests accounting treatment, shares of Parent Common Stock issued to such affiliates of Subject Company in exchange for shares of Subject Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 (and Parent shall be entitled to place restrictive legends upon certificates for shares of Parent Common Stock issued to affiliates of Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.10). Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent Common Stock by such affiliates.

Agreement of Affiliates. Subject The Company has Parties have disclosed in Section 8.10 SECTION 7.1(D) of the Subject Company Company's Disclosure Memorandum Schedule each Person whom it who they reasonably believes is believe would be considered an "affiliate" of Subject the Company as of or the date of this Agreement Company Bank for purposes of Rule 145 under the 1933 ActSecurities Act of 1933, as amended. Subject The Company Parties shall use its their respective reasonable best efforts to cause each such Person to deliver to Parent the Buyer not later than 40 30 days prior to the Effective TimeClosing Date, a written agreement, substantially in the form of Exhibit 3EXHIBIT F, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Subject Company Common Stock Shares held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Parent Common the Buyer's Stock to be received by such Person upon consummation of the Merger Mergers except in compliance with applicable provisions of the 1933 Securities Act of 1933, as amended, and the rules and regulations thereunder promulgated thereunder, and until such time as financial results covering at least 30 days of combined operations of Parent the Buyer and Subject the Company, and the Buyer Bank and the Company Bank, have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If Irrespective of whether each such affiliate has provided the Merger written agreement referred to above, no share of the Buyer' Stock received in connection with the Mergers will qualify for pooling-of-interests accounting treatment, shares of Parent Common Stock issued to such affiliates of Subject Company in exchange for shares of Subject Company Common Stock shall not be transferable by each such 34 40 affiliate until such time as financial results covering at least 30 days of combined operations of Parent the Buyer and Subject the Company, and the Buyer Bank and the Company Bank, have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order to ensure compliance with the provisions of this SECTION 7.1(E), regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 (and Parent shall be entitled to Buyer will place customary restrictive legends upon certificates for shares of Parent Common the Buyer's Stock to be issued to affiliates of Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.10). Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent Common Stock by each such affiliatesaffiliate.

Agreement of Affiliates. Subject Company ONSB has disclosed in Section 8.10 8.11 of the Subject Company ONSB Disclosure Memorandum each Person whom it reasonably believes is to be an "affiliate" of Subject Company as of the date of this Agreement ONSB for purposes of Rule 145 under the 1933 Act. Subject Company ONSB shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to Parent LSB not later than 40 thirty (30) days prior to the Effective Time, a written agreement, an Affiliate Agreement in substantially in the form of Exhibit 32 (an "Affiliate Agreement"), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Subject Company ONSB Common Stock held by such Person Person, except as contemplated by such agreement Affiliate Agreement or by this Agreement Agreement, and will not sell, pledge, transfer, or otherwise dispose of the shares of Parent LSB Common Stock to be received by such Person upon consummation of the Merger Merger, except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Parent LSB and Subject Company ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If In order that the Merger will qualify for "pooling-of-interests interests" accounting treatmenttreatment consistent with GAAP and the rules and regulations of the SEC, shares of Parent LSB Common Stock issued to such affiliates of Subject Company ONSB in exchange for shares of Subject Company ONSB Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Parent LSB and Subject Company ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement Affiliate Agreement referred to in this Section 8.10 8.11 (and Parent LSB shall be entitled to place restrictive legends upon certificates for shares of Parent LSB Common Stock issued to affiliates of Subject Company ONSB pursuant to this Agreement to enforce the provisions of this Section 8.108.11). Parent LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent LSB Common Stock by such affiliates.

Agreement of Affiliates. Subject Company Southwest has disclosed dis- closed in Section 8.10 8.12 of the Subject Company Southwest Disclosure Memorandum each Person all Persons whom it reasonably believes is an are "affiliateaffiliates" of Subject Company as of the date of this Agreement Southwest for purposes of Rule 145 under the 1933 Act. Subject Company South- west shall use its reasonable efforts to cause each such Person to deliver to Parent FNB not later than 40 30 days prior to the Effective Time, a written agreement, substantially in the form of Exhibit 32, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Subject Company Southwest Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise oth- erwise dispose of the shares of Parent FNB Common Stock to be received by such Person upon consummation of the Merger except in compliance com- pliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial xxxxx- cial results covering at least 30 days of combined operations of Parent FNB and Subject Company Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If the Merger will qualify for pooling-of-interests accounting treatment, shares Shares of Parent FNB Common Stock issued to such affiliates of Subject Company Southwest in exchange for shares of Subject Company Southwest Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Parent FNB and Subject Company Southwest have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting PoliciesPoli- cies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 8.12 (and Parent FNB shall be entitled to place restrictive legends upon certificates certifi- xxxxx for shares of Parent FNB Common Stock issued to affiliates of Subject Company Southwest pursuant to this Agreement to enforce the provisions of this Section 8.108.12). Parent FNB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent FNB Common Stock by such affiliatesaf- filiates.

Agreement of Affiliates. Subject Company FSB has disclosed in Section 8.10 8.9 of the Subject Company FSB ----------------------- Disclosure Memorandum each Person all Persons whom it reasonably believes is an "affiliate" --------------------- of Subject Company as FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the date CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to be an "affiliate" of this Agreement CBC for purposes of Rule 145 under the 1933 Act. Subject Company Each of CBC and FSB shall use its reasonable efforts to cause each such Person to deliver to Parent CBC and FSB, not later than 40 thirty (30) days prior to after the Effective Timedate of this Agreement, a written agreement, substantially in the form of Exhibit 31 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Subject Company FSB Common Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Parent Surviving Corporation Common Stock to be received by such Person held upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policiesthereunder. If the Merger will qualify for pooling-of-interests accounting treatment, shares of Parent Common Stock issued to such affiliates of Subject Company in exchange for shares of Subject Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 (and Parent The Surviving Corporation shall be entitled to place restrictive legends upon certificates for shares of Parent Surviving Corporation Common Stock issued to affiliates Affiliates of Subject Company FSB pursuant to this Agreement to enforce the provisions of this Section 8.10)8.9. Parent CBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent Surviving Corporation Common Stock by such affiliatesAffiliates.

Agreement of Affiliates. Subject Company FFC has disclosed in Section 8.10 7.12 of the Subject Company FFC Disclosure Memorandum each Person all persons whom it reasonably believes is an "affiliate" of Subject Company as of the date of this Agreement FFC for purposes of Rule 145 under the 1933 Act. Subject Company FFC shall use its reasonable efforts to cause each such Person to deliver to Parent NCBC not later than 40 thirty (30) days prior to the Effective Time, a written agreement, substantially in the form of Exhibit 37.12, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Subject Company FFC Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Parent NCBC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 thirty (30) days of combined operations of Parent NCBC and Subject Company FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If the Merger will qualify for pooling-of-interests accounting treatment, shares of Parent NCBC Common Stock issued to such affiliates of Subject Company FFC in exchange for shares of Subject Company FFC Common Stock shall not be transferable until such time as financial results covering at least 30 thirty (30) days of combined operations of Parent NCBC and Subject Company FFC have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 7.12 (and Parent NCBC shall be entitled to place customary restrictive legends upon certificates for shares of Parent NCBC Common Stock issued to affiliates of Subject Company FFC pursuant to this Agreement and to enforce the provisions of this Section 8.107.12). Parent NCBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent NCBC Common Stock by such affiliates. NCBC will not unreasonably withhold its consent for the removal of such restrictive legends under appropriate circumstances.

Agreement of Affiliates. Subject Company has disclosed in Section 8.10 of the Subject Company Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of Subject Company as of the date of this Agreement for purposes of Rule 145 under the 1933 Act. Subject Company shall use its reasonable efforts to cause each such Person to deliver to Parent not later than 40 days prior to the Effective Time, a written agreement, substantially in the form of Exhibit 32, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Subject Company Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Parent Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. If the Merger will qualify for pooling-of-interests accounting treatment, shares of Parent Common Stock issued to such affiliates of Subject Company in exchange for shares of Subject Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Parent and Subject Company have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.10 (and Parent shall be entitled to place restrictive legends upon certificates for shares of Parent Common Stock issued to affiliates of Subject Company pursuant to this Agreement to enforce the provisions of this Section 8.10). Parent shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Parent Common Stock by such affiliates.