Common use of Conduct of Businesses Clause in Contracts

Conduct of Businesses. From the date of this AGREEMENT until the EFFECTIVE TIME, CUSTAR: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize the creation or issuance of, issue, sell or dispose of, or create any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations convertible into or exchangeable for, any shares of its capital stock; (ii) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iii) Effect any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (iv) Amend its Articles of Incorporation or Code of Regulations; (v) Purchase, sell, assign or transfer any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets or property; (vi) Mortgage, pledge or grant or suffer to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (vii) Waive any rights of material value or cancel any material debts or claims; (viii) Incur any material obligation or liability (absolute or contingent), including, without limitation, any tax liability, or pay any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business; (ix) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter into or amend any employment contract with any of its officers, increase the compensation payable to any officer or director or any relative of any such officer or director, or be obligated to increase any such compensation, adopt or amend in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate. (xi) Acquire any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xii) Make any (I) material investment (except in the ordinary course of business) or (II) material capital expenditure or commitment for any material addition to property, plant, or equipment; (xiii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xv) Agree, whether in writing or otherwise, to take any action described in this Section 6.01.

Conduct of Businesses. From Between June 30, 2001, and the date of this AGREEMENT until Agreement, each of BancFirst and BancFirst Bank conducted its businesses only in the EFFECTIVE TIMEordinary and usual course, CUSTARthere were no material adverse changes in the financial condition, assets, liabilities, obligations, properties or business of BancFirst or BancFirst Bank, and, except as set forth in any of the BancFirst Audited Financials, the BancFirst Interim Financials, the BancFirst Consolidated Statements or Section 4.10 of the BancFirst Disclosure Schedule, neither BancFirst nor BancFirst Bank: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay Except for a cash per share dividend in the amount of $1.00 per share .145 payable by BancFirst on September 18, 2001, declared, set aside, paid or made any dividend or other distributions on its capital stock or directly or indirectly redeemed, purchased or acquired any shares or entered into any agreement in respect of the event the CLOSING does not occur prior to September 30, 2004foregoing; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of Regulations, or, in the case of BancFirst Bank, its Articles of Association or Bylaws; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien Lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens i) pledges of assets to the Federal Home Loan Bank ("FHLB"); ii) ordinary course of business restrictions on public funds on deposit; iii) Liens for taxes not yet delinquent due and payable; and iv) such other liensLiens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel canceled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FRB of Cleveland or the FHLB of Cincinnati, or pay paid any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter Entered into or amend amended any employment contract with any of its officers, increase officers or increased the compensation payable to any officer or director or any relative of any such officer or director, or be obligated to increase any such compensation, adopt or amend in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, except compensation increases and employment contract renewals made in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.ordinary course; (xij) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (k) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiil) Make Made any (Ii) material investment (except investments made in the ordinary course of business) or (IIii) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xvm) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.014.10.

Conduct of Businesses. From Since December 31, 2005, CHOICE has conducted its businesses only in the date ordinary and usual course, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of this AGREEMENT until CHOICE and, except as set forth in the EFFECTIVE TIMEAUDITED FINANCIALS or Section 3.09 of the DISCLOSURE SCHEDULE, CUSTARCHOICE has not: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities (including, without limitation, the grant of which CUSTAR is any options under the issuer 2002 Plan), or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) DeclareDeclared, set aside, pay paid or make made any dividend or other distribution distributions on its capital stock, stock or directly or indirectly redeemredeemed, purchase purchased or otherwise acquire acquired any shares or enter entered into any agreement in respect to of the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of RegulationsBylaws; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FHLB of San Francisco, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter Entered into or amend amended any employment contract with any of its officers, increase increased the compensation payable to any officer or director or any relative of any such officer or director, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.; (xij) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (k) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiil) Make Made any (I) material investment (except investments made in the ordinary course of business) or (II) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xvm) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.013.09.

Conduct of Businesses. From Between September 30, 1999, and the date of this AGREEMENT until AGREEMENT, each of MFFC and MFSB xxxducted its businesses only in the EFFECTIVE TIMEordinary and usual course, CUSTARthere were no material adverse changes in the financial condition, assets, liabilities, obligations, properties or business of MFFC or MFSB xxx, except as set forth in any of the AUDITED FINANCIALS, the INTERIM FINANCIALS, the TFRs or Section 3.09 of the DISCLOSURE SCHEDULE, neither MFFC nor MFSB: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay Except for a cash per share dividend in the amount of $1.00 per share .15 paid on November 15, 1999, declared, set aside, paid or made any dividend or other distributions on its capital stock or directly or indirectly redeemed, purchased or acquired any shares or entered into any agreement in respect of the event the CLOSING does not occur prior to September 30, 2004foregoing; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend its Amended the Articles of Incorporation or Code of RegulationsRegulations of MFFC or the Charter or Bylaws of MFSB; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FHLB of Cincinnati, or pay paid any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter Entered into or amend amended any employment contract with any of its officers, increase officers or increased the compensation payable to any officer or director or any relative of any such officer or director, or be obligated to increase any such compensation, adopt or amend in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, except compensation increases and employment contract renewals made in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.ordinary course; (xij) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (k) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiil) Make Made any (Ii) material investment (except investments made in the ordinary course of business) or (IIii) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xvm) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.013.09.

Conduct of Businesses. From Since December 31, 1997, BMF has conducted its businesses only in the date ordinary and usual course, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of this AGREEMENT until BMF and, except as set forth in any of the EFFECTIVE TIMEAUDITED FINANCIALS, CUSTARthe INTERIM FINANCIALS, the TFRs and Section 3.09 of the DISCLOSURE SCHEDULE, BMF has not: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities (including, without limitation, the grant of which CUSTAR is any options under the issuer 1997 Plan), or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) DeclareDeclared, set aside, pay paid or make made any dividend or other distribution distributions on its capital stock, stock or directly or indirectly redeemredeemed, purchase purchased or otherwise acquire acquired any shares or enter entered into any agreement in respect to of the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation Charter or Code of RegulationsBylaws; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FHLB of Cincinnati, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause Experienced any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (xj) Enter Entered into or amend amended any employment contract with any of its officers, increase increased the compensation payable to any officer or director or any relative of any such officer or director, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.; (xik) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (l) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiim) Make Made any (I) material investment (except investments made in the ordinary course of business) or (II) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiiin) increase Taken or decrease permitted any action which would prevent WFC from accounting for the rate MERGER as a "pooling of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR marketinterests"; (xivo) decrease Authorized any allocation by the rate ESOP of interest offered on new loans by CUSTAR, except in a manner and pursuant any BMF common shares to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR marketaccounts of participants; or (xvp) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.013.09.

Conduct of Businesses. From Since September 30, 1999, each of FTFC and FSB has conducted its businesses only in the date ordinary and usual course, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties or business of this AGREEMENT until FTFC or FSB and, except as set forth in any of the EFFECTIVE TIMEAUDITED FINANCIALS, CUSTARthe INTERIM FINANCIALS, the TFRs or Section 3.09 of the DISCLOSURE SCHEDULE, neither FTFC nor FSB has: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay Except for a cash per share dividend in the amount of $1.00 per share .0625 declared on September 20, 1999, and paid on October 15, 1999, declared, set aside, paid or made any dividend or other distributions on its capital stock or directly or indirectly redeemed, purchased or acquired any shares or entered into any agreement in respect of the event the CLOSING does not occur prior to September 30, 2004foregoing; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend its Amended the Articles of Incorporation or Code of RegulationsRegulations of FTFC or the Charter or Bylaws of FSB; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FHLB of Cincinnati, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause Experienced any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (xj) Enter Entered into or amend amended any employment contract with any of its officers, increase increased the compensation payable to any officer or director or any relative of any such officer or director, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.plans; (xik) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (l) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiim) Make Made any (Ii) material investment (except investments made in the ordinary course of business) or (IIii) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiiin) increase Taken or decrease permitted any action which would prevent BKFC from accounting for the rate BKFC MERGER as a "pooling of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR marketinterests"; (xivo) decrease Authorized or permitted (i) any allocation by the rate ESOP of interest offered on new loans by CUSTARany FTFC common shares to the accounts of participants, except in a manner and pursuant (ii) any award under the MRPs of FTFC common shares to policies consistent with past practices in relation to rates prevailing in any person or (iii) any issuance under the relevant CUSTAR marketSTOCK OPTION PLANS of any options, or stock appreciation rights; or (xvp) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.013.09.

Conduct of Businesses. From Between June 30, 2001, and the date of this AGREEMENT until Agreement, each of UNB and UNB Bank conducted its businesses only in the EFFECTIVE TIMEordinary and usual course, CUSTARthere were no material adverse changes in the financial condition, assets, liabilities, obligations, properties or business of UNB or UNB Bank, and, except as set forth in any of the UNB Audited Financials, the UNB Interim Financials, the UNB Consolidated Statements or Section 5.10 of the UNB Disclosure Schedule, neither UNB nor UNB Bank: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) Declare, set aside, pay or make any dividend or other distribution on capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares or enter into any agreement in respect to the foregoing; provided, however, that CUSTAR may pay Except for a cash per share dividend in the amount of $1.00 per share .125 payable by UNB on September 14, 2001, declared, set aside, paid or made any dividend or other distributions on its capital stock or directly or indirectly redeemed, purchased or acquired any shares or entered into any agreement in respect of the event the CLOSING does not occur prior to September 30, 2004foregoing; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of Regulations, or, in the case of UNB Bank, its Articles of Association or Bylaws; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien Lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens i) pledges of assets to the FHLB; ii) ordinary course of business restrictions on public funds on deposit; iii) Liens for taxes not yet delinquent due and payable; and iv) such other liensLiens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel canceled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liabilityliability or any liability for borrowings from the FRB of Cleveland or the FHLB, or pay paid any material liability or obligation (absolute or contingent), other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter Entered into or amend amended any employment contract with any of its officers, increase officers or increased the compensation payable to any officer or director or any relative of any such officer or director, or be obligated to increase any such compensation, adopt or amend in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, except compensation increases and employment contract renewals made in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.ordinary course; (xij) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (k) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiil) Make Made any (Ii) material investment (except investments made in the ordinary course of business) or (IIii) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xvm) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.015.10.

Conduct of Businesses. From Since September 30, 2006, EMERALD has conducted its businesses only in the date ordinary and usual course, there has been no MATERIAL ADVERSE EFFECT on the financial condition, assets, liabilities, obligations, properties, business or prospects of this AGREEMENT until EMERALD and, except as set forth in the EFFECTIVE TIMEEMERALD AUDITED FINANCIALS, CUSTARthe EMERALD INTERIM FINANCIALS or Section 3.10 of the EMERALD DISCLOSURE SCHEDULE, EMERALD has not: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stockshares, notes, bonds or other securities (including, without limitation, the grant of which CUSTAR is any options under the issuer 2003 PLAN), or any obligations obligation convertible into or exchangeable for, any shares of its capital stockcommon shares; (iib) DeclareDeclared, set aside, pay paid or make made any dividend or other distribution distributions on capital stock, its common shares or directly or indirectly redeemredeemed, purchase purchased or otherwise acquire acquired any shares or enter entered into any agreement in respect to of the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of RegulationsConstitution; (ve) PurchasePurchased, sellsold, assign assigned or transfer any material tangible asset or transferred any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageExcept for the acquisition or disposition in the ordinary course of business of other real estate owned, pledge acquired or grant disposed of any real or suffer personal property or fixed assets constituting a capital investment in excess of $10,000 individually or $25,000 in the aggregate; (g) Mortgaged, pledged or granted or suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viih) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiii) Incur Except for borrowings from the Federal Home Loan Bank of Cincinnati (hereinafter referred to as the “FHLB of Cincinnati”), incurred any material obligation or liability (absolute or contingent)) requiring payments by EMERALD exceeding $10,000, whether individually or in the aggregate, including, without limitation, any tax liability, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixj) Cause any material adverse change Except for salary increases granted in the amount or general composition of its deposit liabilities or its loan portfolio; (x) Enter accordance with past practice, entered into or amend amended any employment contract with any of its officers, increase hired any new employees except to replace employees whose employment terminated after the date of this AGREEMENT, increased the compensation payable to any officer or director or any relative of any such officer or director, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.; (xik) Acquire Incurred any stock damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (l) Acquired any shares or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiim) Make Made any (Ii) material investment (except investments made in the ordinary course of business) or (IIii) material capital expenditure or commitment for any material addition to property, plant, plant or equipment, in either case (clauses i and ii) of more than $25,000; (xiiin) increase or decrease the rate of interest paid on time deposits or certificates of depositsFailed to accrue, except in a manner pay, discharge and pursuant to policies consistent with past practices in relation to rates prevailing satisfy all debts, liabilities, obligations and expenses incurred in the relevant CUSTAR marketregular and ordinary course of business as such debts, liabilities, obligations, and expenses have become due; (xivo) decrease Opened, closed, moved or, in any material respect, expanded, diminished, renovated, altered, or changed any of its offices or branches; (p) Paid or committed to pay any management or consulting or other similar type of fees; (q) Failed to maintain EMERALD’s reserve for loan losses at the rate greater of interest offered on new $242,000 or 1% of the total gross loans by CUSTARoutstanding, except in a manner and pursuant to policies consistent the extent inconsistent with past practices in relation to rates prevailing in the relevant CUSTAR market; orgenerally accepted accounting principles; (xvr) AgreeCaused any MATERIAL ADVERSE EFFECT on the amount or general composition of EMERALD’s deposit liabilities or loan portfolio; (s) Agreed, whether in writing or otherwise, to take any action described in this Section 6.013.10.

Conduct of Businesses. From Except as set forth in Section 4.09 of the date Genoa Disclosure Schedule, (a) since December 31, 2003, Genoa has conducted its businesses only in the ordinary and usual course, (b) except as reflected in any of this AGREEMENT until the EFFECTIVE TIMEGenoa TFRs, CUSTARthere have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of Genoa and, (c) except as set forth in any of the Genoa TFRs and Section 4.09 of the Genoa Disclosure Schedule, Genoa has not: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) DeclareDeclared, set aside, pay paid or make made any dividend or other distribution distributions on its capital stock, stock or directly or indirectly redeemredeemed, purchase purchased or otherwise acquire acquired any shares or enter entered into any agreement in respect to of the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of RegulationsBylaws; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liability, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause Experienced any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (xj) Enter Entered into or amend amended any employment contract or change of control agreement with any of its officersofficers or employees, increase increased the compensation payable to any officer or officer, director or any relative of any such officer or directoremployee, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.; (xik) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (l) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiim) Make Made any (I) material investment (except investments made in the ordinary course of business) or (II) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiiin) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xv) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.014.09.

Conduct of Businesses. From Except as set forth in Section 4.09 of the date DISCLOSURE SCHEDULE, since December 31, 2003, CUSTAR has conducted its businesses only in the ordinary and usual course, there have been no material adverse changes in the financial condition, assets, liabilities, obligations, properties, business or prospects of this AGREEMENT until CUSTAR and, except as set forth in any of the EFFECTIVE TIMECALL REPORTS and Section 4.09 of the DISCLOSURE SCHEDULE, CUSTARCUSTAR has not: (a) Except with the prior written consent of CBI, will conduct its business only in the ordinary course, in accordance with past practices and policies and in compliance with all applicable statutes, rules and regulations; (b) Without the prior written consent of CBI, will not: (i) Authorize Authorized the creation or issuance of, issueissued, sell sold or dispose disposed of, or create created any obligation to issue, sell or dispose of, any stock, notes, bonds or other securities of which CUSTAR is the issuer or any obligations obligation convertible into or exchangeable for, any shares of its capital stock; (iib) DeclareDeclared, set aside, pay paid or make made any dividend or other distribution distributions on its capital stock, stock or directly or indirectly redeemredeemed, purchase purchased or otherwise acquire acquired any shares or enter entered into any agreement in respect to of the foregoing; provided, however, that CUSTAR may pay a cash dividend in the amount of $1.00 per share in the event the CLOSING does not occur prior to September 30, 2004; (iiic) Effect Effected any stock split, recapitalization, combination, exchange of shares, readjustment or other reclassification; (ivd) Amend Amended its Articles of Incorporation or Code of Regulations; (ve) PurchasePurchased, sellsold, assign assigned or transfer transferred any material tangible asset or any material patent, trademark, trade name, copyright, license, franchise, design or other intangible assets asset or property; (vif) MortgageMortgaged, pledge pledged or grant granted or suffer suffered to exist any lien or other encumbrance or charge on any assets or properties, tangible or intangible, except for liens for taxes not yet delinquent due and payable and such other liens, encumbrances or charges which do not materially or adversely affect its financial position; (viig) Waive Waived any rights of material value or cancel cancelled any material debts or claims; (viiih) Incur Incurred any material obligation or liability (absolute or contingent), including, without limitation, any tax liability, or pay paid any material liability or obligation (absolute or contingent), ) other than liabilities and obligations incurred in the ordinary course of business; (ixi) Cause Experienced any material adverse change in the amount or general composition of its deposit liabilities or its loan portfolio; (xj) Enter Entered into or amend amended any employment contract with any of its officers, increase increased the compensation payable to any officer or director or any relative family member of any such officer or director, or be become obligated to increase any such compensation, adopt adopted or amend amended in any material respect any employee benefit plans, severance plan or collective bargaining agreement or make made any awards or distributions under any employee benefit plans not consistent with past practice or custom; provided, however, that CUSTAR may, in the discretion of its Board of Directors, pay "stay" bonuses to employees of CUSTAR not to exceed $10,000 in the aggregate.; (xik) Acquire Incurred any damage, destruction or similar loss, not covered by insurance, materially affecting its businesses or properties; (l) Acquired any stock or other equity interest in any corporation, partnership, trust, joint venture or other entity; (xiim) Make Made any (I) material investment (except investments made in the ordinary course of business) or (II) material capital expenditure or commitment for any material addition to property, plant, plant or equipment; (xiiin) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; (xiv) decrease the rate of interest offered on new loans by CUSTAR, except in a manner and pursuant to policies consistent with past practices in relation to rates prevailing in the relevant CUSTAR market; or (xv) AgreeAgreed, whether in writing or otherwise, to take any action described in this Section 6.014.09.