Common use of Conduct of Business Pending Merger Clause in Contracts

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or as set forth in its Disclosure Letter, without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed), UBSH and FMB each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein). (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Stock Plan or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSH: (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based rights.

Conduct of Business Pending Merger. From (a) Company agrees that from the date hereof until to the Effective DateTime, except as expressly contemplated or permitted by this Agreement or as set forth the Distribution Agreement or to the extent that Merger Partner shall otherwise consent in its Disclosure Letter, without the prior written consent of the other party writing (which consent will not be unreasonably withheld or delayed), UBSH Company and FMB each the Company Subsidiaries will operate their businesses only in the ordinary course, except where the failure to so operate their businesses will not individually or in the aggregate be material to any of the Company Business Units taken as a whole; and, consistent with such operation, will use reasonable efforts consistent with past practices to preserve their business organizations intact, to keep available to them the goodwill of their agents, third party administrators, policyholders, customers and others with whom business relationships exist to the end that their goodwill and ongoing business shall not be impaired in any material respect at the Effective Time, and will further exercise reasonable efforts to maintain their existing relationships with their employees in general. (b) Company agrees that from the date hereof to the Effective Time, except as otherwise consented to by Merger Partner in writing (which consent will not be unreasonably withheld or delayed) or as permitted, required or contemplated by this Agreement or the Distribution Agreement, (i) neither it nor any Company Subsidiary will change any provision of its Certificate of Incorporation or Bylaws or similar governing documents; (ii) it will notnot make, declare or pay any dividend, except regular quarterly cash dividends with respect to the Company Common Stock (not to exceed $0.275 per share per quarter) and regular dividends on the Company's Preferred Stock in accordance with its terms and except in connection with the Spin-off; and (iii) except in connection with (v) the Spin-off, (w) the exchange rights on the part of former shareholders of Durham Corporation and Southlife Corporation who have not tendered their shares in connection with the mergers pursuant to which such companies were acquired, (x) the issuance of capital stock under the Company Rights Agreement pursuant to its terms, (y) the issuance of new employee stock options after July 31, 1997 in the ordinary course of business consistent with past practice and (z) the issuance of shares of common stock pursuant to (A) the exercise of presently outstanding employee stock options or new stock options granted after July 31, 1997 as contemplated above or (B) any stock ownership plan, 401(k) plan, dividend reinvestment plan or similar plan (which in the case of this clause (B) does not involve in the aggregate the issuance of more than 250,000 shares), it will not make any distribution or directly or indirectly sell, issue, redeem, purchase or otherwise acquire, any shares of its outstanding capital stock, change the number of shares of its authorized or issued capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock. (c) Company agrees that from the date hereof to the Effective Time it will not take or permit any Company Subsidiary to take any of the following actions, except to the extent consented to by Merger Partner in writing (which consent will not be unreasonably withheld or delayed) or permitted, required or contemplated by this Agreement or the Distribution Agreement or except as set forth in Schedule 6.2: (i) except in the ordinary course of business, enter into any agreement representing an obligation for indebtedness for borrowed money or increase the principal amount of indebtedness under any existing agreement or assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation (except a guarantee of the obligation of a Subsidiary), except and to the extent all such obligations in the aggregate do not exceed $10,000,000; (ii) except in the ordinary course of business, mortgage or pledge any of its properties or assets; (iii) except as may be required by law or except in the ordinary course of business, take any action to amend or terminate any Company Employee Plan or increase the compensation of any of its executive officers or employees (other than increases which are in the aggregate in the ordinary course) or adopt any other material plan, program, arrangement or practice providing new or increased benefits or compensation to its employees, provided that this covenant shall not apply to variable payments pursuant to Company's Management Incentive Plan or Variable Pay Plan or to actions in the ordinary course of business taken with respect to employees who are not directors or officers of Company; (iv) materially amend or cancel or agree to the material amendment or cancellation of any agreement, treaty or arrangement which is material to any of the Company Business Units taken as a whole, or enter into any new material agreement, treaty or arrangement which is material to any of the Company Business Units taken as a whole (other than the renewal of any existing agreements, treaties or arrangements); (v) make any material changes in its underwriting standards, retention limits or administrative practices with respect to additions to (new business) or deletions from (policy terminations) any policy master files which would have a substantive effect on such files; (vi) enter into any negotiation with respect to, or adopt or amend in any material respect, any Collective Bargaining Agreement without prior notice to the other party; (vii) make any significant change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in statutory accounting rules or generally accepted accounting principles; (viii) pay, loan or advance (other than the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and other than as may be required by any agreement in effect as of the date hereof) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement or arrangement with, any of its officers or directors or any "affiliate" or "associate" of any of its officers or directors (as such terms are defined in Rule 405 promulgated under the Securities Act); (ix) acquire, form or commence the operations of any business or any corporation, partnership, joint venture, marketing arrangement, association or other business organization or division thereof which in any case is material to any of the Company Business Units taken as a whole; (x) make any tax election or settle or compromise tax liability that would reasonably be expected to have a Material Adverse Effect on Company; (xi) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) which are material to Company and the Company Subsidiaries as a whole, other than the payment, discharge or satisfaction of liabilities (i) reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of Company included in the Company Reports or (ii) incurred since December 31, 1995 in the ordinary course of business consistent with past practice; (xii) increase the benefits payable under the Providian Corporation Retirement Plan (the "Retirement Plan") pursuant to the provisions of Section 9.1 of the Retirement Plan; (xiii) other than consistent with past practice (or following consultation with the Merger Partner, consistent with industry standards), materially alter the mix of Company Investment Assets or the duration or credit quality of such assets; (xiv) other than consistent with past practice (or following consultation with the Merger Partner, consistent with industry standards), materially alter the profile of its insurance liabilities or materially alter the Company's pricing practices or policies; or (xv) enter into any agreement to take any of the actions described in Section 6.2(b) or elsewhere in this Section 6.2(c). (d) Merger Partner agrees that from the date hereof to the Effective Time, except as contemplated by this Agreement or to the extent that Company shall otherwise consent in writing, it will, and will cause each Merger Partner Subsidiary to, operate its business only in the ordinary course, except where the failure to so operate its business will not individually or in the aggregate be material to Merger Partner and the Merger Subsidiaries taken as a whole. (e) Merger Partner agrees that from the date hereof to the Effective Time it will not take, or permit any Merger Partner Subsidiary to take, any of its Subsidiaries the following actions, except to the extent consented to by Company in writing (which consent will not tounreasonably be withheld or delayed) or permitted, required or contemplated by this Agreement or as set forth in Schedule 6.2: (ai) Conduct adopt or propose any change in its business governing documents that would have any adverse impact on the transactions contemplated by this Agreement or which would amend or modify the terms or provisions of the capital stock of Merger Partner; (ii) effect any combination, reclassification, recapitalization, division or similar transaction with respect to any class or series of capital stock of Merger Partner (other than in the ordinary and usual course a stock split, stock dividend or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates.similar transaction contemplated by Section 2.2(d)); (biii) Take merge or consolidate with any action that would adversely affect other Person if such merger or delay consolidation could reasonably be expected to have a material impact on the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) Merger Partner to consummate the transactions contemplated hereby on a timely basis.by this Agreement; (civ) Amend make, declare, set aside or pay any dividend or other distribution with respect to shares of capital stock of Merger Partner, except the regular declaration and payment of cash or stock dividends with respect to the Merger Partner Common Stock (not to exceed, in the aggregate between the date of this Agreement and the Closing Date, $2.00 per share in cash and market value of Merger Partner Common Stock), and the regular declaration and payment of dividends with respect to Merger Partner Preferred Stock in accordance with its Organizational Documents terms; (v) issue, sell, grant, pledge or otherwise encumber any shares of the Merger Partner Common Stock, any other voting securities or any securities convertible into such shares, if any such action could, individually or in the aggregate, reasonably be expected to (A) require the consent of the stockholders of Merger Partner, (B) delay materially the date of mailing of the Proxy Statement such that the Closing would be delayed past June 1, 1997, (C) if it were to occur after such date of mailing, require an amendment of the Proxy Statement such that the Closing would be delayed past June 1, 1997 or (D) have a material adverse effect on the ability of Merger Partner to consummate the transactions contemplated by this Agreement; (vi) acquire any business or any corporation, partnership, joint venture, association or other business organization or division thereof, in each case if any such action could, individually or in the aggregate, reasonably be expected to (A) be material to Merger Partner, (B) delay materially the date of mailing of the Proxy Statement such that the Closing would be delayed past June 1, 1997, (C) if it were to occur after such date of mailing, require an amendment of the Proxy Statement such that the Closing would be delayed past June 1, 1997 or (D) have a material adverse effect on the ability of Merger Partner to consummate the transactions contemplated by this Agreement; (vii) except in the ordinary course of business, enter into any agreement representing an obligation for indebtedness for borrowed money or increase the principal amount of indebtedness under any existing agreement or assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation (except as provided hereina guarantee of the obligation of a Subsidiary)., except and to the extent all such obligations in the aggregate are not material to Merger Partner; (iviii) Other mortgage or pledge any of its properties or assets, except to the extent that the aggregate amount of assets subject to such mortgages and pledges is not material to Merger Partner; (ix) except in the ordinary course of business, materially amend or cancel or agree to the amendment or cancellation of any agreement, treaty or arrangement, or enter into any new agreement, treaty or arrangement (other than pursuant the renewal of any existing agreements, treaties or arrangements), except and to stock options outstanding the extent that the aggregate amount involved with respect to such agreements, treaties or arrangements is not material to Merger Partner; (x) pay, loan or advance (other than the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and other than as may be required by any agreement in effect as of the date hereof under the UBSH Stock Plan or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined hereinhereof) in the case of UBSH: (A) issue, sell or otherwise permit to become outstandingany amount to, or authorize the creation ofsell, transfer or lease any additional shares of capital stock properties or any Rights with respect thereto; assets (Breal, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any "affiliate" or "associate" of any of its officers or directors (as such terms are defined in Rule 405 promulgated under the Securities Act), except and to the extent that the aggregate amount involved with respect to such transactions is not material to Merger Partner; (xi) (A) prior to the foregoing; twenty-fifth trading day before the Effective Time acquire record or beneficial ownership of any shares of Company Common Stock such that Merger Partner "beneficially owns" three percent (3%) or more of the outstanding shares of Company Common Stock, or (CB) during the twenty-five trading days before the Effective Time, acquire record or beneficial ownership of any shares of Company Common Stock; or (xii) authorize any of, or commit or agree to take any of, the foregoing actions. As used in this Section 6.2(e), the phrase "material to Merger Partner" means a matter or action that would (i) have a Material Adverse Effect on Merger Partner or (ii) involve amounts in excess of ten percent (10%) of the assets of Merger Partner and its subsidiaries, taken as a whole, as reflected on the consolidated balance sheet of Merger Partner and its subsidiaries at December 31, 1995 included in the Merger Partner Reports. (f) Company shall not, nor shall it permit any additional shares of capital stock to become subject to new grants of Company Subsidiary to, nor shall it authorize or permit any officer, director or employee and director stock options, restricted stock grants, stock appreciation rightsof, or similar stock-based rights.any investment banker, attorney or other advisor or representative or agent of, Company or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or Agreement, as set forth in its Disclosure LetterLetter or as required by law, without the prior written consent of the other party (which consent will not be unreasonably conditioned, withheld or delayed), UBSH SONA and FMB EVBS each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees rights and properties and preserve its relationships with its customers, suppliersemployees, employees Regulatory Agencies and other entities with which it has advantageous business associatesrelationships. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided hereinherein for SONA). (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH SONA Stock Plan Plans or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan EVBS Stock Plans and except for Permitted Issuances (as defined herein) in the case of UBSH: ): (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, rights or similar stock-based rights.

Conduct of Business Pending Merger. From VCFC and VFNL each agrees that from the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or the Stock Option Agreements or as set forth Previously Disclosed in its a Disclosure LetterSchedule, without the -------------------- prior written consent of the other party (which consent will not be unreasonably withheld or delayed), UBSH and FMB each agrees that ) it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business and the business of its Subsidiaries other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its their business organizationorganizations and assets and maintain their rights, assets, employees franchises and relationships authorizations and their existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to materially impair its ability to perform its obligations under this Agreement or the Stock Option Agreements or to consummate the transactions contemplated hereby. (b) Take any action that action, engage in any transactions or enter into any agreement which would adversely affect or delay in any material respect the ability of either party (i) VFNL or VCFC to obtain any necessary approvals, consents or waivers of any governmental authority Governmental Authority or third party required for the transactions contemplated hereby, (ii) hereby or to perform its covenants and agreements on a timely basis under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein). (i) Other than pursuant to stock options Previously Disclosed in its -------------------- Disclosure Schedule and currently outstanding as of the date hereof under hereof, or pursuant to the UBSH Stock Plan or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSHOption Agreements: (Ai) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock, any stock appreciation rights or any Rights with respect theretoRights; (Bii) enter into any agreement with respect to the foregoing; or (Ciii) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based employee rights. (d) Enter into or amend any written employment agreement, severance or similar agreements or arrangements with any of its directors, officers or employees, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice; provided, however, that notwithstanding the above, each party will use its reasonable best efforts to obtain waivers of any contractual change of control rights triggered by this transaction from any employee having such rights. (e) Enter into or amend (except as may be required by applicable law) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive, welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any directors, officers or employees, including without limitation taking any action that accelerates the vesting or exercise of any benefits payable thereunder, except in the ordinary course of its business or as otherwise specifically permitted or required in this Agreement. (f) Incur any obligation or liability (whether absolute or contingent, excluding suits instituted against it), make any pledge, or encumber any of its assets, nor dispose of any of its assets in any other manner, except in the ordinary course of its business and for adequate value, or as otherwise specifically permitted in this Agreement. (g) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its stock (other than (i) dividends from its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries and (ii) regular quarterly dividends on its common stock at a rate equal to the rate paid by it during the fiscal quarter immediately preceding the date hereof) or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its stock (other than repurchases of common shares in the ordinary course of business to satisfy obligations under dividend reinvestment or employee benefit plans). (h) Acquire (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity except in the ordinary course of business consistent with past practice and in a transaction that, together with other such transactions, is not material to it and its Subsidiaries, taken as a whole, and does not present a material risk that the Closing Date will be materially delayed or that the Requisite Regulatory Approvals (as such term is defined in Section 5.6 hereof) will be more difficult to obtain. (i) Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or applicable regulatory accounting requirements. (j) Notwithstanding anything herein to the contrary, (i) knowingly take, or knowingly omit to take, any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 6 not being satisfied, except as may be required by applicable law or regulation; provided, that nothing in this Section 4.1(j) shall preclude either party from exercising its respective rights under the Stock Option Agreements. (k) Change its lending, investment, asset/liability management or other material banking policies in any material respect, except as may be required by applicable law. (l) Alter, amend or repeal its bylaws or articles of incorporation. (m) Take any other action that would make any representation or warranty in Article 3 hereof untrue. (n) Agree or commit to do anything prohibited by this Section 4.1.

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or as set forth in its Disclosure Letter, without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed), UBSH VFG and FMB FNB each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein). (id) Other than pursuant to stock options outstanding as of the date hereof under the UBSH VFG Stock Plan and FNB Stock Plan, or FMB Equity Units outstanding as of pursuant to the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSHStock Option Agreements: (Ai) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock stock, or any Rights with respect thereto; , except with respect to VFG to the extent permitted under the VFG DRP and the FNB DRP (Bii) enter into any agreement with respect to the foregoing; or (Ciii) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based rights. (e) Enter into or amend any written employment agreement, severance or similar agreements or arrangements with any of its directors, officers or employees, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice or to comply with Section 409A of the Code. (f) Enter into or amend (except as may be required by applicable law or the terms of any Benefit Plan) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive, welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any directors, officers or employees, including without limitation taking any action that accelerates, or the lapsing of restrictions with respect to, the vesting or exercise of any benefits payable thereunder, except in the ordinary course of business consistent with past practice or to comply with Section 409A of the Code. (g) Incur any obligation or liability (whether absolute or contingent, excluding suits instituted against it), make any pledge, or encumber any of its assets, nor dispose of any of its assets in any other manner, except in the ordinary course of its business and for adequate value, or as otherwise specifically permitted in this Agreement. (h) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its stock (other than (i) dividends from its wholly owned Subsidiaries to it or another of its wholly owned Subsidiaries and (ii) as permitted by Section 4.2(a)) or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock, except for repurchases and other acquisitions of shares of its common stock made pursuant to any stock repurchase program announced prior to the date of this Agreement, or any extension or renewal thereof, in accordance with Rule 10b-18 and Regulation M, each as promulgated by the SEC. (i) Make other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business, any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other person other than its wholly owned Subsidiaries; (j) Implement or adopt any change in its tax or financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines or applicable law. (k) Notwithstanding anything herein to the contrary, (i) knowingly take, any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 6 not being satisfied on a timely basis, except as may be required by applicable law; provided, that nothing in this Section 4.1(k) shall preclude any party from exercising its respective rights under Section 5.5. (l) Enter into any new line of business, or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies that are material to it and its Subsidiaries, taken as a whole, except as required by applicable law banking policies in any material respect, except as may be required by applicable law. (m) Take any other action that would make any representation or warranty in Article 3 hereof untrue. (n) Agree to take any of the actions prohibited to it by this Section 4.1.

Conduct of Business Pending Merger. From the date hereof until the Effective DateTime, except as expressly contemplated or permitted by this Agreement Agreement, as required by applicable law or regulation, or as expressly set forth in its Disclosure Letter, without the prior written consent of the other party (which consent will not be unreasonably conditioned, withheld or delayed), UBSH BRBS and FMB BAYK each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use its reasonable best efforts to maintain and preserve intact its business organization, material assets, employees rights and properties and preserve its relationships with its customers, suppliersemployees, employees Regulatory Agencies and other entities with which it has advantageous business associatesrelationships. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend Amend, modify or repeal its Organizational Documents (except as provided hereinherein for BRBS and Blue Ridge Bank). (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH BRBS Stock Plan Plans or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSHBAYK Stock Plans: (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit issue or grant any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grantsstock, stock appreciation rights, restricted stock units or similar stock-based rights. (e) Enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreements or arrangements with any of its directors, officers or employees, or grant any salary or wage increase or increase any employee benefit (including by making incentive or bonus payments), except for: (i) normal individual increases in salary or wages to employees in the ordinary course of business consistent with past practice (other than executive officers of it or its Subsidiaries); (ii) the payment of discretionary spot bonuses of $5,000 or less to an employee (other than an executive officer of it or its Subsidiaries); and (iii) in the case of BRBS and after consultation with BAYK as required by Section 4.3, entering into employment agreements in order to recruit new senior level employees in a manner that is consistent in all material respects with past practice. (f) Enter into, establish, adopt, amend, terminate or make any contributions to (except as may be required by applicable law or the terms of any Benefit Plan) any pension, retirement, stock option, stock purchase, stock bonus, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive, welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any directors, officers or employees, including without limitation taking any action that accelerates, or causes the lapsing of restrictions with respect to, the vesting or exercise of any benefits payable thereunder, except as otherwise specifically permitted in this Agreement. (g) In the case of BAYK, exchange, cancel, borrow from, surrender, or increase or decrease the death benefit provided under, or otherwise amend or terminate, any existing bank or corporate owned life insurance covering any current or former employee of BAYK or any of its Subsidiaries, other than any increase in the death benefit in the ordinary course of business consistent with past practice, or any such change that is required by law. (h) Incur any material obligation, indebtedness or liability (whether absolute or contingent, excluding suits instituted against it), make any pledge or encumber any of its material assets, or dispose of any of its material assets in any other manner, except in the ordinary course of its business and substantially on arm’s length terms, except as otherwise specifically permitted in this Agreement. (i) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of its capital stock or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock, other than (i) as provided for in Section 4.2, (ii) as set forth on Section 4.1(i) of its Disclosure Letter and (iii) dividends from its wholly-owned Subsidiaries to it or another of its wholly-owned Subsidiaries. (j) Make any material investment in or acquisition of (either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets) any other person other than its wholly-owned Subsidiaries, except by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business. (k) Implement or adopt any change in its tax or financial accounting principles, practices or methods, including reserving methodologies, other than as may be required by GAAP, regulatory accounting guidelines, or as recommended by the outside auditor to the party. (l) Make, change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any amended material Tax Return, enter into any closing agreement with respect to Taxes, or settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of material Taxes. (m) Fail to materially follow its existing policies or practices with respect to managing exposure to interest rate and other risk, or fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk. (n) Notwithstanding anything herein to the contrary, (i) knowingly take, or knowingly omit to take, any action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 6 not being satisfied on a timely basis. (o) Enter into any new line of business, or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies that are material to it and its Subsidiaries, taken as a whole. (p) (i) Make, renew, restructure or otherwise modify any Loan that would result in the aggregate amount of the total lending relationship to any one borrower and its affiliates to exceed $8,000,000 or, if the total lending relationship to any one borrower and its affiliates is in excess of $8,000,000 as of the date of this Agreement, to make, renew, restructure or otherwise modify any Loan for such borrower and its affiliates; (ii) except in the ordinary course of its business, take any action that would result in any discretionary release of collateral or guarantees of any Loans; (iii) make, renew, restructure or acquire any loan participation exceeding $8,000,000; (iv) make, renew, restructure or otherwise modify any Loan that exceeds its internal lending limits such that the Loan would require approval by its loan committee, credit policy committee or similar committee; or (v) enter into any Loan securitization or create any special purpose funding entity. For purposes of this Section 4.1(p) any consent sought by a party shall be given within three (3) business days after providing the relevant loan package to the consenting party. (q) (i) Enter into or extend any material agreement, or lease or license relating to real property, personal property, data security or cybersecurity, data processing, electronic banking, mobile banking or bankcard functions; (ii) purchase or otherwise acquire any investment securities or enter into any Derivative Contract other than as provided in each party’s currently existing investment policies and in accordance with prudent investment practices in the ordinary course of business; or (iii) make any capital expenditures in the aggregate in excess of $500,000, including the proposed capital expenditures set forth in Section 4.1(q) of its Disclosure Letter, and other than expenditures necessary to maintain existing assets in good repair. (r) Settle any material claim, suit, action or proceeding, except (i) in the ordinary course of business consistent with past practice involving a settlement in an amount and for consideration not in excess of $200,000 and that would not impose any material restriction on the business of it or its Subsidiaries or the Continuing Corporation; and (ii) as set forth in Section 4.1(r) of its Disclosure Letter. (s) Take any other action that would make any representation or warranty in Article 3 hereof untrue. (t) Agree to take any of the actions prohibited by this Section 4.1.

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or Agreement, as set forth in its Disclosure LetterLetter or as required by law, without the prior written consent of the other party (which consent will not be unreasonably conditioned, withheld or delayed), UBSH Access and FMB Middleburg each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliersemployees, employees Regulatory Agencies and other entities with which it has advantageous business associatesrelationships. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein)Documents. (d) (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Access Stock Plan Plans or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan Middleburg Stock Plans and except for Permitted Issuances (as defined herein) in the case of UBSH: ): (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, rights or similar stock-based rights.

Conduct of Business Pending Merger. From (a) Company agrees that from the date hereof until to the Effective DateTime, except as expressly contemplated or permitted by this Agreement or as set forth required by law or to the extent that Merger Partner shall otherwise consent in its Disclosure Letter, without the prior written consent of the other party writing (which consent will not be unreasonably withheld or delayed), UBSH Company and FMB each agrees the Company Subsidiaries will operate their businesses only in the ordinary course, except where the failure to so operate their businesses will not individually or in the aggregate be material to Company and its Subsidiaries taken as a whole; and, consistent with such operation, will use reasonable efforts consistent with past practices to preserve their business organizations intact, to keep available to them the goodwill of their agents, third party administrators, policyholders, borrowers, customers and others with whom business relationships exist to the end that it will nottheir goodwill and ongoing business shall not be impaired in any material respect at the Effective Time, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its further exercise reasonable best efforts to maintain and preserve intact its business organization, assets, employees and their existing relationships with customers, suppliers, their employees and business associatesin general. (b) Take any action Company agrees that would adversely affect from the date hereof to the Effective Time, except as set forth in the Company Disclosure Letter and as otherwise consented to by Merger Partner in writing (which consent will not be unreasonably withheld or delay the ability of either party delayed) or as permitted, required or contemplated by this Agreement or as required by law (and in such event reasonably prompt notice will be provided to Merger Partner), (i) to obtain it will not change any necessary approvals, consents provision of its Restated Certificate of Incorporation or waivers of any governmental authority or third party required for the transactions contemplated hereby, Bylaws; (ii) it will not make, declare or pay any dividend or make any other distribution with respect to perform its covenants any shares of capital stock, except regular quarterly cash dividends with respect to the Company Common Stock (not to exceed $.25 per share per quarter); and agreements under this Agreement, or (iii) except (A) in connection with the issuance of shares of common stock, pursuant to consummate the transactions contemplated hereby on a timely basisexercise of presently outstanding employee or director stock options or vesting of restricted stock or any other equity-based award in accordance with its terms, (B) the grants of annual awards to directors in accordance with the terms of the Phantom Restricted Stock Plan for Nonemployee Directors and (C) the grant of awards of Options (as defined below) and Stock Awards to new hires in the ordinary course of business consistent with past practice, it will not directly or indirectly sell, issue, redeem, purchase or otherwise acquire, any shares of its outstanding capital stock, change the number of shares of its authorized or issued capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock. (c) Amend its Organizational Documents Except as set forth in the Company Disclosure Letter, or as permitted, required or contemplated by this Agreement, as required by law or except in the ordinary course of business, Company agrees that from the date hereof to the Effective Time it will not take or permit any Company Subsidiary to take any of the following actions, except to the extent consented to by Merger Partner in writing (except as provided herein).which consent will not be unreasonably withheld or delayed): (i) Other except for refinancing of existing indebtedness, consistent with past practice, and for the taking down of additional indebtedness for borrowed money by Company and its finance Subsidiaries such that their respective leverage ratios are not materially increased above their target levels, enter into any agreement repre- senting an obligation for indebtedness for borrowed money or increase the principal amount of indebtedness under any existing agreement or assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation (except a guarantee of the obligation of a Company Subsidiary); (ii) mortgage or pledge any of its properties or assets; (A) take any action to amend or terminate any Company Employee Plan that would materially increase the cost of benefits thereunder or increase the compensation of any of its executive officers (other than pursuant increases which are in the aggregate in the ordinary course or in connection with promotions) or (B) adopt any other material plan, program, arrangement or practice providing new or increased benefits or compensation to stock options outstanding its employees (provided, however, that this clause (iii) shall not prohibit the Company from implementing its Value Added Incentive Plan Restated 1999 as heretofore approved by the Compensation Committee of the Company Board of Directors or such other annual incentive plans for the 1999 fiscal year at the corporate, divisional or business unit levels); (iv) materially amend or cancel or agree to the material amendment or cancellation of any agreement, treaty or arrangement which is material to the Company and the Company Subsidiaries on a consolidated basis, or enter into any new material agreement, treaty or arrangement which is material to Company and Company Subsidiaries on a consolidated basis or to Company Insurance Subsidiaries on a consolidated basis (other than the renewal of any existing agreements, treaties or arrangements); (v) make any significant change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with respect thereto; (vi) pay, loan or advance (other than the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and other than as may be required by any agreement in effect as of the date hereof hereof) any material amount to, or sell, transfer or lease any material properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement or arrangement with, any of its officers or directors or any "affiliate" or "associate" of any of its officers or directors (as such terms are defined in Rule 405 promulgated under the UBSH Stock Plan Securities Act); (vii) form or FMB Equity Units outstanding commence the operations of any business or any corporation, partnership, joint venture, marketing arrangement, association or other business organization or division thereof which in any case is material to the Company and its Subsidiaries taken as of the date hereof under the FMB Equity Plan and except for Permitted Issuances a whole; (as defined hereinviii) in the case of UBSH: (A) issue, sell make or otherwise permit rescind any material express or deemed election relating to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based rights.Taxes;

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or Agreement, as set forth in its Disclosure LetterLetter or as required by law, without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed), UBSH Union and FMB StellarOne each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliersemployees, employees Regulatory Agencies and other entities with which it has advantageous business associatesrelationships. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided hereinherein for Union). (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Union Stock Plan Plans or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan StellarOne Stock Plans and except for Permitted Issuances (as defined herein) in the case of UBSH: ): (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto, including the optional stock purchase feature of the StellarOne Dividend Reinvestment and Stock Purchase Plan; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, rights or similar stock-based rights.

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except as expressly contemplated or permitted by this Agreement or Agreement, as set forth in its Disclosure LetterLetter or as required by law, without the prior written consent of the other party (which consent will not be unreasonably conditioned, withheld or delayed), UBSH Access and FMB Middleburg each agrees that it will not, and will cause each of its Subsidiaries not to: (a) Conduct its business other than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliersemployees, employees Regulatory Agencies and other entities with which it has advantageous business associatesrelationships. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority Regulatory Agency or Governmental Authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein)Documents. (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Access Stock Plan Plans or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan Middleburg Stock Plans and except for Permitted Issuances (as defined herein) in the case of UBSH: ): (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights with respect thereto; (B) enter into any agreement with respect to the foregoing; or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rights, rights or similar stock-based rights.

Conduct of Business Pending Merger. From and after the date hereof and until the Effective DateTime, except as expressly contemplated or permitted by this Agreement or as set forth in its Disclosure Letter, without with the prior written consent of BMO and as contemplated by this Agreement or the other party (which consent will not be unreasonably withheld or delayed)Company Share Option Agreement, UBSH and FMB each agrees that it will not, and will cause each of its the Company and the Company Subsidiaries not to: will: (a) Conduct maintain its property and assets in their present state of repair, order and condition, reasonable wear and tear and damage by fire or other casualty fully covered by insurance excepted; (b) maintain its books, accounts and records in accordance with generally accepted accounting principles and practices applied on a basis consistent with the audited financial statements of the Company and the Company Subsidiaries referred to in Section 2.5.1 hereof; (c) comply in all material respects with all laws applicable to the conduct of its business; (d) conduct its business only in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted and in all cases consistent with prudent banking practices, and not make any purchase or sale, except in a manner consistent with prior practice other than pursuant to existing agreements heretofore disclosed to BMO; (e) make no change in its certificate of incorporation, articles of incorporation, charter or articles of association, as the case may be, or by-laws, except as required or otherwise permitted hereunder; (f) maintain and keep in full force and effect in all material respects all fire and other insurance on property and assets, all liability insurance, and all bonds on personnel, presently carried by it; (g) except as is consistent with past practices, not sell or otherwise dispose of any of its investment securities; (h) not sell, mortgage, subject to lien, pledge or encumber or otherwise dispose of any of its property and assets otherwise than in the ordinary and usual course or fail to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates. (b) Take any action that would adversely affect or delay the ability of either party business; (i) not redeem or otherwise acquire or agree to obtain redeem or otherwise acquire any necessary approvalsof its shares; (j) except, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein). (i) Other than pursuant to stock options outstanding as of the date hereof under the UBSH Stock Plan or FMB Equity Units outstanding as of the date hereof under the FMB Equity Plan and except for Permitted Issuances (as defined herein) in the case of UBSH: (A) issuethe Company, sell or otherwise permit to become as contemplated by the Company Share Option Agreement, make no change in the number of its shares issued and outstanding, and grant no option, warrant or authorize the creation of, similar right relating to any additional shares of capital stock or any Rights with respect theretoits shares; (Bk) enter into any agreement with respect use all reasonable efforts to preserve its business organization intact, to keep available the foregoing; or (C) permit any additional shares services of capital stock to become subject to new grants of employee its present officers and director stock options, restricted stock grants, stock appreciation rights, or similar stock-based rights.employees and

Conduct of Business Pending Merger. From the date hereof until the Effective Date, except Except as expressly contemplated or permitted by otherwise specifically provided in this Agreement or in Section 5.1 of the Disclosure Schedule, from the date of this Agreement to the earlier of Effective Time or termination, the Company agrees, to (i) use all reasonable efforts to conduct its operations only in the ordinary and usual course of business and consistent with past practices and (ii) preserve intact its present business organization, keep available the services of its present officers, key employees and consultants and preserve its present relationships with licensors, licensees, customers, suppliers, key employees and others having business relationships with it. Without limiting the generality of the foregoing, and except as set forth otherwise specifically provided in its Disclosure Letterthis Agreement, the Company has not, and hereafter the Company will not, directly or indirectly, prior to the Effective Time, without the prior written consent of the other party Parent (which consent will not be unreasonably withheld or delayed), UBSH and FMB each agrees that it will not, and will cause each of its Subsidiaries not to:withheld): (a) Conduct propose or adopt any amendment to or otherwise change the Charter or Bylaws, except as necessary to carry out the transactions contemplated by this Agreement in the manner approved by Parent; (b) authorize for issuance, sale, pledge, disposition or encumbrance, or issue, sell, accelerate pledge, dispose of or encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, convertible securities or otherwise), any Capital Stock of any class or any other securities of, or any other ownership interest in, the Company (except for (i) the issuance of Securities specifically permitted by Section 3.2(b) hereof) or amend any of the terms of any such securities or agreements outstanding on the date hereof; (c) reclassify, combine, split or subdivide any shares of its Capital Stock, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its Capital Stock, other than any dividend declared prior to the date hereof; (d) redeem, purchase or otherwise acquire, or propose or offer to redeem, purchase or otherwise acquire, any outstanding Common Stock or other securities of the Company, other than repurchases of unvested stock of terminated employees or consultants pursuant to the terms of such employee's or consultant's stock option agreement provided to Parent prior to the date hereof; (e) organize any new subsidiary, acquire any Capital Stock or equity securities of any corporation or acquire any equity or ownership interest (financial or otherwise) in any business; (f) (i) incur, assume or prepay any material liability, or incur any indebtedness for borrowed money other than in accordance with the Company's current financing arrangements, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any third party, (iii) make any loans, advances or capital contributions to, or investments in, any third party, (iv) mortgage or pledge any of its material properties or assets, tangible or intangible, or create or suffer to exist any Lien thereupon, or (v) authorize any new capital expenditures for property, plant and equipment which, individually or in the aggregate, are in excess of $10,000 per fiscal quarter; (g) make any change in the compensation payable or to become payable to any of its officers, directors, employees, agents or consultants (other than normal recurring salary or bonus adjustments to non-officer employees in the ordinary course of business consistent with past practice) or to Persons providing management services, or enter into or amend, in any material respect, any Benefit Plan or make any loans to any of its officers, directors, employees, Affiliates, agents or consultants or make any change in its existing borrowing or lending arrangements for or on behalf of any such Persons pursuant to a Benefit Plan or otherwise; (h) license (except for non-exclusive licenses in the ordinary course of business) or otherwise transfer, dispose of, abandon, permit to lapse or dedicate to the public domain any of the Company's Intellectual Property, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge other than in the ordinary course of business consistent with past practice and usual course or fail subject to use its reasonable best efforts to maintain and preserve intact its business organization, assets, employees and relationships with customers, suppliers, employees and business associates. (b) Take any action that would adversely affect or delay the ability of either party (i) to obtain any necessary approvals, consents or waivers of any governmental authority or third party required for the transactions contemplated hereby, (ii) to perform its covenants and agreements under this Agreement, or (iii) to consummate the transactions contemplated hereby on a timely basis. (c) Amend its Organizational Documents (except as provided herein).appropriate confidentiality restrictions; (i) Other than pursuant to stock options outstanding enter into any material contract or transaction, including but not limited to, any contract or commitment that would be disclosable under Section 3.16 of the Disclosure Schedule had such contract or commitment existed as of the date hereof under hereof; (j) cancel any debts or waive, release or relinquish any contract rights or other rights of substantial value other than in the UBSH Stock Plan ordinary course of business, consistent with past practices; (k) authorize, recommend, propose or FMB Equity Units outstanding enter into or announce an intention to authorize, recommend, propose or enter into a term sheet, letter of intent, agreement in principle or a definitive agreement with respect to any merger, consolidation, liquidation, dissolution, or business combination, any acquisition of a material amount of property or assets or securities, or any disposition of a material amount of property or assets or securities; (l) make any change with respect to accounting policies or procedures in effect as of the date hereof under Company's fiscal year ended December 31, 2005; (m) pay, discharge or satisfy any material claims, liabilities or obligations (whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) other than the FMB Equity Plan and except for Permitted Issuances (as defined herein) payment, discharge or satisfaction in the case ordinary course of UBSH: business, consistent with past practices, of liabilities reflected or reserved against in the Financial Statements; (An) issuefile any amendment to any Tax Return or make any election relating to Taxes, sell change any election relating to Taxes already made, adopt or otherwise permit change any accounting method relating to become outstandingTaxes, enter into any closing agreement relating to Taxes, settle any claim or authorize the creation of, assessment relating to Taxes or consent to any additional shares of capital stock claim or assessment relating to Taxes or any Rights with respect thereto; waiver of the statute of limitations for any such claim or assessment; (Bo) enter into any agreement with respect to indemnify or hold harmless any person; (p) taken any action set forth in Section 3.6(a) through (q); or (q) commit or agree (in writing or otherwise) to take any of the foregoing; foregoing actions or (C) permit any additional shares of capital stock to become subject to new grants of employee and director stock options, restricted stock grants, stock appreciation rightsaction, or similar stock-based rightsfail to take any action, that would cause the failure of the conditions set forth in Article VII.