Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). TCF and Huntington agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF Insiders”), both prior to and after the Effective Time, it is desirable that TCF 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 TCF Common Stock, TCF Preferred Stock and TCF Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. The Boards of Directors of Huntington and of TCF, 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 prior to the Effective Time, take all such steps as may be necessary or appropriate to cause (x) in the case of TCF, any dispositions of TCF Common Stock, TCF Preferred Stock or TCF Equity Awards by TCF Insiders and (y) in the case of Huntington, any acquisitions of Huntington Common Stock, New Huntington Preferred Stock or equity awards of Huntington into which the TCF Equity awards are converted by any TCF Insiders who, immediately following the Merger, will be officers or directors of Huntington 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). TCF and Huntington Chemical agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF Insiders”), both prior to and after the Effective Time, it is desirable that TCF 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 TCF Common Stock, TCF Preferred Stock and TCF Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.15. The Boards Board of Directors of Huntington Chemical and of TCF, 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 prior to the Effective Time, Time take all such steps as may be necessary or appropriate required to cause (x) in the case of TCF, ) any dispositions of TCF Common Stock, TCF Preferred Stock or TCF Equity Awards by TCF Insiders Insiders, and (y) in the case of Huntington, Chemical) any acquisitions of Huntington Chemical Common Stock, Stock or New Huntington Chemical Preferred Stock or equity awards of Huntington into which the TCF Equity awards are converted by any TCF Insiders who, immediately following the Merger, will be officers or directors of Huntington the Surviving 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). TCF TCBI and Huntington IBTX agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF TCBI Insiders”), both prior to and after the Effective Time, it is desirable that TCF TCBI 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 TCF TCBI Common Stock, TCF Stock and TCBI Preferred Stock into shares of IBTX Common Stock and TCF New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding IBTX Equity Awards in the MergerMerger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. The Boards TCBI shall deliver to IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the Board of Directors of Huntington IBTX and of TCFTCBI, 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 necessary or appropriate required to cause (x) in the case of TCF, TCBI) any dispositions of TCF TCBI Common Stock, TCF TCBI Preferred Stock or TCF TCBI Equity Awards by TCF Insiders the TCBI Insiders, and (y) in the case of Huntington, IBTX) any acquisitions of Huntington IBTX Common Stock, New Huntington IBTX Preferred Stock Stock, or equity awards of Huntington into which the TCF IBTX Equity awards are converted Awards by any TCF TCBI Insiders who, immediately following the Merger, will be officers or directors of Huntington the Surviving 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). TCF TCG and Huntington MB agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF TCG Insiders”), both prior to and after the Effective Time, it is desirable that TCF TCG 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 TCF TCG Common Stock, TCF Stock and TCG Nonvoting Preferred Stock and TCF Equity Awards into shares of MB Common Stock in the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.186.16. The Boards Assuming TCG delivers to MB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCG subject to the reporting requirements of Section 16(a) of the Exchange Act (the "TCG Insiders"), the Board of Directors of Huntington MB and of TCFTCG, 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 necessary or appropriate required to cause (x) in the case of TCF, any dispositions of TCF TCG Common Stock, TCF TCG Series A Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards by the TCG Insiders, and any acquisitions of MB Common Stock, MB Series A Preferred Stock or TCF Equity Awards by TCF Insiders and (y) in the case of Huntington, any acquisitions of Huntington Common Stock, New Huntington Preferred Stock or equity awards of Huntington into which the TCF Equity awards are converted stock issued pursuant to Section 1.5 by any TCF TCG Insiders who, immediately following the Merger, will be officers or directors of Huntington the Surviving 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.. 6.17

Exemption from Liability Under Section. 16(b). TCF Allegiance and Huntington CBTX agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF Allegiance Insiders”), both prior to and after the Effective Time, it is desirable that TCF Allegiance 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 TCF Allegiance Common Stock, TCF Preferred Stock into shares of CBTX Common Stock in the Merger and TCF the conversion of Allegiance Equity Awards into corresponding CBTX Equity Awards in the MergerMerger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. The Boards Allegiance shall deliver to CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Allegiance Insiders”), and the Board of Directors of Huntington CBTX and of TCFAllegiance, 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 necessary or appropriate required to cause (x) in the case of TCF, Allegiance) any dispositions of TCF Allegiance Common Stock, TCF Preferred Stock or TCF Allegiance Equity Awards by TCF Insiders the Allegiance Insiders, and (y) in the case of Huntington, CBTX) any acquisitions of Huntington CBTX Common Stock, New Huntington Preferred Stock or equity awards of Huntington into which the TCF CBTX Equity awards are converted Awards by any TCF Allegiance Insiders who, immediately following the Merger, will be officers or directors of Huntington the Surviving 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). TCF BANC and Huntington PACW agree that, in order to most effectively compensate and retain those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF PACW Insiders”), both prior to and after the Effective Time, it is desirable that TCF PACW 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 TCF PACW Common Stock, TCF Preferred Stock and TCF PACW Equity Awards into BANC Common Stock or BANC Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.22. The Boards PACW shall deliver to BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “PACW Insiders”), and the Board of Directors of Huntington BANC and of TCFPACW, 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 necessary or appropriate required to cause (x) in the case of TCF, PACW) any dispositions of TCF PACW Common Stock, TCF Preferred Stock or TCF PACW Equity Awards by TCF Insiders the PACW Insiders, and (y) in the case of Huntington, BANC) any acquisitions of Huntington BANC Common Stock, New Huntington Preferred Stock or equity awards of Huntington into which the TCF BANC Equity awards are converted Awards by any TCF PACW Insiders who, immediately following the Merger, will be officers or directors of Huntington the Surviving 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.