Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Home and Cascade agree that, in order to most effectively compensate and retain Home Insiders, both prior to and after the Effective Time, it is desirable that Home Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Common Stock into shares of Cascade Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.7. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade and of Home, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause any dispositions of Home Common Stock and Restricted Shares by the Home Insiders, and any acquisitions of Cascade Common Stock, or the stock issued pursuant to Section 1.4, by any Home Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home CenterState and Cascade South State agree that, in order to most effectively compensate and retain Home CenterState Insiders, both prior to and after the Effective Time, it is desirable that Home CenterState Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home CenterState Common Stock into shares of Cascade South State Common Stock in the Merger and the conversion of CenterState Equity Awards into corresponding South State Equity Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.76.18. Assuming Home delivers CenterState shall deliver to Cascade South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home CenterState Insiders”), and the Board of Directors of Cascade South State and of HomeCenterState, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CenterState) any dispositions of Home CenterState Common Stock and Restricted Shares or CenterState Equity Awards by the Home CenterState Insiders, and (in the case of South State) any acquisitions of Cascade South State Common Stock, Stock or the stock issued pursuant to Section 1.4, South State Equity Awards by any Home CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home Parent and Cascade the Company agree that, in order to most effectively compensate and retain Home the Company Insiders, both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home the Company Common Stock and the Company Equity Awards into shares of Cascade Parent Common Stock Stock, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.20. Assuming Home delivers The Company shall deliver to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), and the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of the Company) any dispositions of Home Company Common Stock and Restricted Shares or Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Home Company Class A Common Stock into shares of Cascade Common Stock and Company Equity Awards in the MergerMerger and other transactions contemplated by this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.12. Assuming Home delivers to Cascade in a reasonably timely fashion prior to The Parent Board and the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade and of HomeCompany Board, or a committee solely of two or more non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterafter the date of this Agreement, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any acquisitions or dispositions of Home Company Class A Common Stock or Company Equity Awards by Company Insiders and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Parent Common StockStock or any derivatives thereof, or the stock issued pursuant to Section 1.4including Parent Equity Awards, by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Parent subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case of clauses (i) and (ii), pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Home MainSource and Cascade First Financial agree that, in order to most effectively compensate and retain Home InsidersMainSource Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Home Insiders not those officers and directors of MainSource subject to the reporting requirements of Section 16(a) of the Exchange Act (the “MainSource Insiders”),not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home MainSource Common Stock into shares of Cascade Common Stock and MainSource Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.17. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the The Board of Directors of Cascade First Financial and of HomeMainSource, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereaftershall, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of MainSource) any dispositions of Home MainSource Common Stock and Restricted Shares or MainSource Equity Awards by the Home MainSource Insiders, and (in the case of First Financial) any acquisitions of Cascade First Financial Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home MainSource Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home and Cascade agree that, in In order to most effectively compensate and retain Home the Company Insiders, both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and the Company Equity Awards in the First-Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.21. Assuming Home the Company delivers to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of the Company) any dispositions of Home Company Common Stock and Restricted Shares or the Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the MergerIntegrated Mergers, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Home FSC and Cascade ABCB agree that, in order to most effectively compensate and retain Home those officers and directors of FSC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “FSC Insiders”), both prior to and after the Effective Time, it is desirable that Home the FSC Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Applicable Law in connection with the conversion of shares of Home FSC Common Stock, FSC Stock into shares of Cascade Common Options and FSC Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.75.17. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and The board of directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade ABCB and of HomeFSC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of FSC) any dispositions of Home FSC Common Stock, FSC Stock and Options or FSC Restricted Shares Stock Awards by the Home FSC Insiders, and (in the case of ABCB) any acquisitions of Cascade ABCB Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home FSC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawApplicable Law.

Exemption from Liability Under Section 16(b). Home Parent and Cascade the Company agree that, in order to most effectively compensate and retain Home InsidersCompany Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and Company Equity Awards in the First-Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.16. Assuming Home the Company delivers to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any dispositions of Home Company Common Stock and Restricted Shares or Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the First-Step Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Home and Cascade Banner agree that, in order to most effectively compensate and retain Home Insiders, both prior to and after the Effective Time, it is desirable that Home Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Common Stock into shares of Cascade Banner Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.7. Assuming Home delivers to Cascade Banner in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade Banner and of Home, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause any dispositions of Home Common Stock and Restricted Shares by the Home Insiders, and any acquisitions of Cascade Banner Common Stock, or the stock issued pursuant to Section 1.4, by any Home Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home Insidersthe Company Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and the Company Equity Awards in the First-Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.21. Assuming Home the Company delivers to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of the Company) any dispositions of Home Company Common Stock and Restricted Shares or the Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the MergerIntegrated Mergers, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Home Anchor and Cascade Old National agree that, in order to most effectively compensate and retain Home those officers and directors of Anchor subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Anchor Insiders”), both prior to and after the Effective Time, it is desirable that Home Anchor Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Anchor Common Stock into shares of Cascade Common and Anchor Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.13. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the The Board of Directors of Cascade Old National and of HomeAnchor, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any dispositions of Home Anchor Common Stock or Anchor Restricted Stock Awards and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Old National Common Stock, or the stock issued pursuant to Section 1.4, Stock and/or equity awards of Old National by any Home Anchor Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and Company Equity Awards in the MergerMerger and other transactions contemplated by this Agreement, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.13. Assuming Home delivers to Cascade in a reasonably timely fashion prior to The Parent Board and the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade and of HomeCompany Board, or a committee solely of two or more non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterafter the date of this Agreement, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any acquisitions or dispositions of Home Company Common Stock or Company Equity Awards by Company Insiders and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Parent Common StockStock or any derivatives thereof, or the stock issued pursuant to Section 1.4including Parent Equity Awards, by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Parent subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case of clauses (i) and (ii), pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Home Columbia and Cascade Umpqua agree that, in order to most effectively compensate and retain Home Umpqua Insiders, both prior to and after the Effective Time, it is desirable that Home Umpqua Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Umpqua Common Stock and Umpqua Equity Awards into shares of Cascade Columbia Common Stock or Columbia Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.19. Assuming Home delivers Umpqua shall deliver to Cascade Columbia in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home Umpqua subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Umpqua Insiders”), and the Board of Directors of Cascade Columbia and of HomeUmpqua, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Umpqua) any dispositions of Home Umpqua Common Stock and Restricted Shares or Umpqua Equity Awards by the Home Umpqua Insiders, and (in the case of Columbia) any acquisitions of Cascade Columbia Common Stock, Stock or the stock issued pursuant to Section 1.4, Columbia Equity Awards by any Home Umpqua Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home Insidersthe Company Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and the Company Equity Awards in the First-Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.18. Assuming Home the Company delivers to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of the Company) any dispositions of Home Company Common Stock and Restricted Shares or the Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the MergerIntegrated Mergers, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home and Cascade The parties agree that, in order to most effectively compensate and retain Home AMNB Insiders, both prior to and after the Effective Time, it is desirable that Home AMNB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home AMNB Common Stock into shares of Cascade Buyer Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.76.17. Assuming Home delivers AMNB shall deliver to Cascade Buyer in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home AMNB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home AMNB Insiders”), and the Board Boards of Directors of Cascade Buyer and of HomeAMNB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of AMNB) any dispositions of Home AMNB Common Stock and or AMNB Restricted Shares Stock Awards by the Home AMNB Insiders, and (in the case of Buyer) any acquisitions of Cascade Buyer Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home AMNB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Buyer subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home LINK and Cascade Partners agree that, in order to most effectively compensate and retain Home Partners Insiders, both prior to and after the Effective Time, it is desirable that Home Partners Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Partners Common Stock and Partners Equity Awards into shares of Cascade LINK Common Stock or LINK Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.21. Assuming Home delivers Partners shall deliver to Cascade LINK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home Partners subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Partners Insiders”), and the Board of Directors of Cascade LINK and of HomePartners, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Partners) any dispositions of Home Partners Common Stock and Restricted Shares or Partners Equity Awards by the Home Partners Insiders, and (in the case of LINK) any acquisitions of Cascade LINK Common Stock, Stock or the stock issued pursuant to Section 1.4, LINK Equity Awards by any Home Partners Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home the Company Common Stock, the Company Preferred Stock into shares of Cascade Common Stock and the Company Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.22. Assuming Home delivers The Company shall deliver to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers the Company Insiders, and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any acquisitions and dispositions of Home Company Common Stock, Company Preferred Stock and Restricted Shares or Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, New Parent Preferred Stock, or the stock issued pursuant to Section 1.4, Parent Equity Awards by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Parent subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common and Company Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.18. Assuming Home delivers The Company shall deliver to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers the Company Insiders, and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any dispositions of Home Company Common Stock and or Company Restricted Shares Stock Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Bank or Parent subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home PFIS and Cascade FNCB agree that, in order to most effectively compensate and retain Home FNCB Insiders, both prior to and after the Effective Time, it is desirable that Home FNCB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home FNCB Common Stock and FNCB Restricted Stock Awards into shares of Cascade PFIS Common Stock or PFIS Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.21. Assuming Home delivers FNCB shall deliver to Cascade PFIS in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home FNCB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home FNCB Insiders”), and the Board of Directors of Cascade PFIS and of HomeFNCB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of FNCB) any dispositions of Home FNCB Common Stock and or FNCB Restricted Shares Stock Awards by the Home FNCB Insiders, and (in the case of PFIS) any acquisitions of Cascade PFIS Common Stock, Stock or the stock issued pursuant to Section 1.4, PFIS Equity Awards by any Home FNCB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Applicable Law in connection with the conversion of shares of Home Company Common Stock, Company Stock into shares of Cascade Common Options and Company Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.75.16. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the The Board of Directors of Cascade Parent and of HomeCompany, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any dispositions of Home Company Common Stock, Company Stock and Options or Company Restricted Shares Stock Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawApplicable Law.

Exemption from Liability Under Section 16(b). Home Commercial Bancshares and Cascade First Defiance agree that, in order to most effectively compensate and retain Home those officers and directors of Commercial Bancshares subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Commercial Bancshares Insiders”), both prior to and after the Effective Time, it is desirable that Home Commercial Bancshares Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Common Stock into shares of Cascade Common Stock Commercial Bancshares Shares in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.15. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board The Boards of Directors of Cascade First Defiance and of HomeCommercial Bancshares, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterafter the date of this Agreement, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any dispositions of Home Common Stock Commercial Bancshares Shares and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Common StockFirst Defiance Shares, or the stock issued in each case pursuant to Section 1.4, the transactions contemplated by this Agreement and by any Home Commercial Bancshares Insiders who, immediately following the Merger, will be officers or directors of First Defiance or of the Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home SWM and Cascade Neenah agree that, in order to most effectively compensate and retain Home Neenah Insiders, both prior to and after the Effective Time, it is desirable that Home Neenah Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Neenah Common Stock into shares of Cascade SWM Common Stock in the Merger and the conversion of Neenah Equity Awards into corresponding SWM Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.77.18. Assuming Home delivers Neenah shall deliver to Cascade SWM in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home Neenah subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Neenah Insiders”), and the SWM Board of Directors of Cascade and of HomeNeenah Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Neenah) any dispositions of Home Neenah Common Stock and Restricted Shares or Neenah Equity Awards by the Home Neenah Insiders, and (in the case of SWM) any acquisitions of Cascade SWM Common Stock, Stock or the stock issued pursuant to Section 1.4, SWM Equity Awards by any Home Neenah Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company SWM subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and Company Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.16. Assuming Home delivers The Company shall deliver to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers the Company Insiders, and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any dispositions of Home Company Common Stock and Restricted Shares or Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home and Cascade agree that, in order to most effectively compensate and retain Home Insiders, both prior to and after the Effective Time, it is desirable that Home Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Common Stock into shares of Cascade Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.7. Assuming Home If Xxxxxx delivers to Cascade Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home Xxxxxx subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “Home "Xxxxxx Insiders”"), the number of shares of Xxxxxx Common Stock held or to be held by each such Xxxxxx Insider expected to be exchanged for the Regions Common Stock in the Merger, and the number and description of the options to purchase shares of Xxxxxx Common Stock held by each such Xxxxxx Insider and expected to be converted into options to purchase the Regions Common Stock in the Merger, the Board of Directors of Cascade and of HomeRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause any dispositions adopt a resolution providing that the receipt by the Xxxxxx Insiders of Home the Regions Common Stock and Restricted Shares by the Home Insiders, and any acquisitions in exchange for shares of Cascade Xxxxxx Common Stock, or the stock issued pursuant and of options to Section 1.4, by any Home Insiders who, immediately following the Merger, will be officers or directors purchase shares of the Surviving Company subject Regions Corporation Common Stock upon conversion of options to the reporting requirements of Section 16(a) of the Exchange Actpurchase Xxxxxx Common Stock, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the information provided by Xxxxxx, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Section 16(b) of the 1934 Act, such that any such receipt shall be so exempt. Xxxxxx shall take all such steps as may be required to cause the transactions contemplated by Section 3.5 of this Agreement and any other dispositions of Xxxxxx equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Xxxxxx to be exempt under Rule 16b-3 promulgated under the Exchange Act to the fullest extent permitted by applicable law1934 Act.

Exemption from Liability Under Section 16(b). Home CBKS and Cascade CenterState agree that, in order to most effectively compensate and retain Home InsidersCBKS Insiders (defined below), both prior to and after the Effective Time, it is desirable that Home CBKS Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home CBKS Common Stock into shares of Cascade CenterState Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.76.16. Assuming Home CBKS delivers to Cascade CenterState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home CBKS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home CBKS Insiders”), the Board of Directors of Cascade CenterState and of HomeCBKS, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause any dispositions of Home CBKS Common Stock and Restricted Shares by the Home CBKS Insiders, and any acquisitions of Cascade CenterState Common Stock, or the stock issued pursuant to Section 1.4, by any Home CBKS Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home Company and Cascade the Parent Parties agree that, in order to most effectively compensate and retain Home Company Insiders, both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Parent Common Stock in the Merger and the conversion of Company RSUs and Company PSUs into corresponding Parent Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.17. Assuming Home delivers Company shall deliver to Cascade the Parent Parties in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), and the Board of Directors of Cascade Parent and of HomeCompany, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Company) any dispositions of Home Company Common Stock and Restricted Shares Stock, Company RSUs or Company PSUs by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Parent Equity Awards by any Home Company Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Company Parent subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock, Company Preferred Stock into shares of Cascade Common Stock and Company Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.15. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the The Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any dispositions of Home Company Common Stock, Company Preferred Stock or Company Equity Awards and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Parent Common Stock, or New Parent Preferred Stock, and/or Company Stock Options exercisable for shares of Parent Common Stock converted at the stock issued Effective Time pursuant to Section 1.41.9(a), in each case, pursuant to the transactions contemplated by this Agreement and by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home Insidersthe Company Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Home the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock into shares of Cascade Common Stock and the Company Equity Awards in the First-Step Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.19. Assuming Home the Company delivers to Cascade Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Company Insiders”), the Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of the Company) any dispositions of Home Company Common Stock and Restricted Shares or the Company Equity Awards by the Home Company Insiders, and (in the case of Parent) any acquisitions of Cascade Parent Common Stock, or the stock issued pursuant to Section 1.4, Stock by any Home Company Insiders who, immediately following the MergerIntegrated Mergers, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Home The Company and Cascade Parent agree that, in order to most effectively compensate and retain Home those officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Home Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Company Common Stock, Company Preferred Stock into shares of Cascade Common Stock and Company Equity Awards in the Merger, and for that compensatory and retentive purposes purpose agree to the provisions of this Section 6.76.15. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the The Board of Directors of Cascade Parent and of Homethe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (i) any dispositions of Home Company Common Stock, Company Preferred Stock or Company -52- Equity Awards and Restricted Shares by the Home Insiders, and (ii) any acquisitions of Cascade Parent Common Stock, or New Parent Preferred Stock, and/or Company Stock Options exercisable for shares of Parent Common Stock converted at the stock issued Effective Time pursuant to Section 1.41.9(a), in each case, pursuant to the transactions contemplated by this Agreement and by any Home Company Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.