Common use of Agreements of Affiliates Clause in Contracts

Agreements of Affiliates. GSMS has disclosed in Section 8.11 of the GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS 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 PSS 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS 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 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS has WAYNX xxx disclosed in Section 8.11 8.12 of the GSMS Disclosure WAYNX Xxxclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS for WAYNX xxx purposes of Rule 145 under the 1933 Act. GSMS shall WAYNX xxxll use its reasonable efforts to cause each such Person to deliver to PSS FIRST BANKING not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS Common the WAYNX Xxxmon 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 PSS FIRST BANKING 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until 35 42 such time as financial results covering at least 30 days of combined operations of PSS FIRST BANKING and GSMS have WAYNX xxxe been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FIRST BANKING Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall WAYNX xxxll not be transferable until such time as financial results covering at least 30 days of combined operations of PSS FIRST BANKING and GSMS have WAYNX xxxe 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 8.11 (and PSS 8.12. FIRST BANKING shall be entitled to place restrictive legends upon certificates for shares of PSS FIRST BANKING Common Stock issued to affiliates of GSMS pursuant WAYNX xxxsuant to this Agreement to enforce the provisions of this Section 8.11)8.12. PSS FIRST BANKING shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FIRST BANKING Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS has disclosed in Section 8.11 of the ------------------------ GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS 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 PSS 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS 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 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS HOGANSVILLE has disclosed in Section 8.11 8.12 of the GSMS HOGANSVILLE Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS HOGANSVILLE for purposes of Rule 145 under the 1933 Act. GSMS HOGANSVILLE shall use its reasonable efforts to cause each such Person to deliver to PSS FLAG not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS the HOGANSVILLE 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 PSS FLAG 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS HOGANSVILLE have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FLAG Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock HOGANSVILLE shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS HOGANSVILLE 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 8.11 (and PSS 8.12. FLAG shall be entitled to place restrictive legends upon certificates for shares of PSS FLAG Common Stock issued to affiliates of GSMS HOGANSVILLE pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12. PSS FLAG shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FLAG Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS ABBEVILLE has disclosed in Section 8.11 8.12 of the GSMS ABBEVILLE Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS ABBEVILLE for purposes of Rule 145 under the 1933 Act. GSMS ABBEVILLE shall use its reasonable efforts to cause each such Person to deliver to PSS FLAG not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS the ABBEVILLE 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 PSS FLAG 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS ABBEVILLE have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FLAG Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock ABBEVILLE shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS ABBEVILLE 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 8.11 (and PSS 8.12. FLAG shall be entitled to place restrictive legends upon certificates for shares of PSS FLAG Common Stock issued to affiliates of GSMS ABBEVILLE pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12. PSS FLAG shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FLAG Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS XXXXX BANK has disclosed in Section 8.11 8.12 of the GSMS XXXXX BANK Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS XXXXX BANK for purposes of Rule 145 under the 1933 Act. GSMS XXXXX BANK shall use its reasonable efforts to cause each such Person to deliver to PSS FLAG not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS XXXXX BANK 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 PSS FLAG 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until such time as financial results covering at least 30 days of combined operations of PSS CITIZENS and GSMS XXXXX BANK have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FLAG Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock XXXXX BANK shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS CITIZENS and GSMS XXXXX BANK 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 8.11 (and PSS 8.12. FLAG shall be entitled to place restrictive legends upon certificates for shares of PSS FLAG Common Stock issued to affiliates of GSMS XXXXX BANK pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12, subject to the provisions of Section 8.1 of this Agreement. PSS FLAG shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FLAG Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS EMPIRE has disclosed in Section 8.11 8.12 of the GSMS EMPIRE Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS EMPIRE for purposes of Rule 145 under the 1933 Act. GSMS EMPIRE shall use its reasonable efforts to cause each such Person to deliver to PSS FLAG not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS the EMPIRE 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 PSS FLAG 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS EMPIRE have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FLAG Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock EMPIRE shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS EMPIRE 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 8.11 (and PSS 8.12. FLAG shall be entitled to place restrictive legends upon certificates for shares of PSS FLAG Common Stock issued to affiliates of GSMS EMPIRE pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12. PSS FLAG shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FLAG Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Agreements of Affiliates. GSMS HEART OF GEORGIA has disclosed in Section 8.11 8.12 of the GSMS HEART OF GEORGIA Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" of GSMS HEART OF GEORGIA for purposes of Rule 145 under the 1933 Act. GSMS HEART OF GEORGIA shall use its reasonable efforts to cause each such Person to deliver to PSS FLAG not later than 10 30 days after the date of this Agreement, Agreement a written agreement, substantially in the form of Exhibit 2.11, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS the HEART OF GEORGIA 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 PSS FLAG 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, and until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS HEART OF GEORGIA have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. Because 76 issued by the Merger is to be accounted SEC. Except for using the pooling-of-interests method of accountingtransfers made in compliance with Staff Accounting Bulletin No. 76, shares of PSS FLAG Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock HEART OF GEORGIA shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS FLAG and GSMS HEART OF GEORGIA 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 8.11 (and PSS 8.12. FLAG shall be entitled to place restrictive legends upon certificates for shares of PSS FLAG Common Stock issued to affiliates of GSMS HEART OF GEORGIA pursuant to this Agreement to enforce the provisions of this Section 8.11)8.12. PSS FLAG shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS FLAG Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.