Common use of Expenses and Other Fees Clause in Contracts

Expenses and Other Fees. (a) Except as set forth in Section 7.01(b) and (c), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. (b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or intentional breach of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx shall be liable to Franklin for Expenses pursuant to this Section 7.01(b) shall be $250,000, and the maximum amount Franklin shall be liable to Xxxxxx for Expenses pursuant to this Section 7.01(b) shall be $250,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law. (c) If Xxxxxx fails to complete the Merger after the occurrence of one of the following events and Franklin shall not be in material breach of this Agreement, Xxxxxx shall immediately pay Franklin a fee of eight hundred fifty thousand dollars ($850,000): (i) A Person other than Franklin or an Affiliate of Franklin: (A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 15% or more of the then outstanding shares of Xxxxxx Common Stock; or (B) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx pursuant to which such Person or any Affiliate of such Person would: (1) Merge or consolidate, or enter into any similar transaction, with Xxxxxx; (2) Acquire all or substantially all of the assets or liabilities of Xxxxxx; or (3) Acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership of or to vote securities representing, 15% or more of the then outstanding shares of Xxxxxx Common Stock; or (ii) Fulton authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent, or memorandum of understanding described in subsection (c)(i)(B) above; or (iii) The Xxxxxx shareholders vote but fail to approve the Merger at the Xxxxxx shareholders meeting, or the Xxxxxx shareholders meeting is cancelled, if prior to the shareholder vote or cancellation: (A) The Xxxxxx board of directors shall have withdrawn or modified its recommendation that Xxxxxx shareholders approve the Merger and adopt this Agreement; (B) There has been an announcement by a Person other than Franklin or an Affiliate of Franklin, of an offer or proposal to acquire 15% or more of the Xxxxxx Common Stock then outstanding, or to acquire, merge, or consolidate with Xxxxxx, or to purchase all or substantially all of Xxxxxx’x assets and, within eighteen (18) months of such announcement Xxxxxx enters into an agreement with such Person, or any Affiliate of such Person, for such Person or Affiliate to acquire, merge, or consolidate with Xxxxxx or to purchase all or substantially all of Xxxxxx’x assets; (C) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement acting jointly or severally, and who, individually or in the aggregate, beneficially own one percent (1%) or more of the Xxxxxx Common Stock, shall have failed to maintain continued ownership of the shares of Xxxxxx Common Stock over which he, she or they exercise sole or shared voting power, except as permitted by the Letter Agreement; or (D) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement shall have failed to vote at the Xxxxxx shareholders meeting the shares of Xxxxxx Common Stock over which he or she exercises sole or shared voting power except as permitted by the Letter Agreement. (iv) This Agreement is terminated pursuant to Section 6.01(e), (f), (g)(ii) or (g)(iii).

Expenses and Other Fees. (a) Except as set forth in Section 7.01(bSections 8.01(b), 8.01(c), 8.01(d) and (c8.01(e), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or intentional breach of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx PRFS shall be liable to Franklin CMTY for Expenses pursuant to this Section 7.01(b8.01(b) shall be $250,000500,000, and the maximum amount Franklin CMTY shall be liable to Xxxxxx PRFS for Expenses pursuant to this Section 7.01(b8.01(b) shall be $250,000500,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law. (c) If Xxxxxx fails In the event this Agreement is terminated by: (i) PRFS pursuant to complete Section 7.01(b)(iv) and PRFS enters into an agreement for an Acquisition Transaction within eighteen (18) months from the Merger date hereof; (ii) CMTY pursuant to Section 7.01(c) in circumstances where both (A) PRFS shall have entered into an agreement to engage in or there has otherwise occurred an Acquisition Transaction with a party other than CMTY or any Affiliate of CMTY at any time before August 1, 2005 and (B) at the time of such termination or event giving rise to such termination, it shall have been publicly announced that any Person (other than CMTY or any affiliate of CMTY) shall have (y) made, or disclosed an intention to make, a bona fide offer to engage in an Acquisition Transaction, or (z) filed an application (or given a notice), whether in draft or final form, under the BHC Act or the Change in Bank Control Act of 1978, for approval to engage in an Acquisition Transaction; (iii) PRFS pursuant to Section 7.01(e) and CMTY has elected not to deliver a Required Meeting Notice to PRFS; or (iv) CMTY pursuant to Section 7.01(g); then PRFS shall make a single cash payment, as liquidated damages, to CMTY in the amount of Fifteen Million Dollars ($15,000,000) (the “Termination Fee”). Any payment required under this Section 8.01(c) shall be payable by PRFS to CMTY (by wire transfer of immediately available funds to an account designated by CMTY) within two (2) Business Days after CMTY shall have become entitled thereto and shall have made demand therefor. (d) In the occurrence event this Agreement is terminated by PRFS pursuant to 7.01(e) of one this Agreement and CMTY has theretofore delivered (and PRFS has received) a Required Meeting Notice and the shareholders of PRFS do not approve the following events Merger, PRFS shall make a single cash payment, as liquidated damages, to CMTY in the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Break-Up Fee”). Any payment required under this Section 8.01(d) shall be payable by PRFS to CMTY (by wire transfer of immediately available funds to an account designated by CMTY) within two (2) Business Days after CMTY shall have become entitled thereto and Franklin shall not be in material breach have made demand therefor. (e) In the event this Agreement is terminated by (i) PRFS pursuant to Section 7.01(d) of this Agreement, Xxxxxx CMTY shall immediately pay Franklin a fee of eight hundred fifty thousand dollars (be liable to PRFS for its Expenses up to $850,000): (i) A Person other than Franklin 500,000 in the aggregate or an Affiliate of Franklin: (A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 15% or more of the then outstanding shares of Xxxxxx Common Stock; or (B) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx pursuant to which such Person or any Affiliate of such Person would: (1) Merge or consolidate, or enter into any similar transaction, with Xxxxxx; (2) Acquire all or substantially all of the assets or liabilities of Xxxxxx; or (3) Acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership of or to vote securities representing, 15% or more of the then outstanding shares of Xxxxxx Common Stock; or (ii) Fulton authorizes, recommends or publicly proposes, or publicly announces an intention CMTY pursuant to authorize, recommend or propose, an agreement, letter Section 7.01(b)(iv) of intent, or memorandum of understanding described this Agreement in subsection (c)(i)(B) above; or (iii) The Xxxxxx circumstances where the PRFS shareholders vote but fail to approve the Merger at and the Xxxxxx PRFS shareholders meetingdo not approve an Acquisition Proposal, or the Xxxxxx shareholders meeting is cancelled, if prior PRFS shall be liable to the shareholder vote or cancellation: (A) The Xxxxxx board of directors shall have withdrawn or modified CMTY for its recommendation that Xxxxxx shareholders approve the Merger and adopt this Agreement; (B) There has been an announcement by a Person other than Franklin or an Affiliate of Franklin, of an offer or proposal Expenses up to acquire 15% or more of the Xxxxxx Common Stock then outstanding, or to acquire, merge, or consolidate with Xxxxxx, or to purchase all or substantially all of Xxxxxx’x assets and, within eighteen (18) months of such announcement Xxxxxx enters into an agreement with such Person, or any Affiliate of such Person, for such Person or Affiliate to acquire, merge, or consolidate with Xxxxxx or to purchase all or substantially all of Xxxxxx’x assets; (C) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement acting jointly or severally, and who, individually or $500,000 in the aggregate, beneficially own one percent (1%) or more of the Xxxxxx Common Stock, shall have failed to maintain continued ownership of the shares of Xxxxxx Common Stock over which he, she or they exercise sole or shared voting power, except as permitted by the Letter Agreement; or (D) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement shall have failed to vote at the Xxxxxx shareholders meeting the shares of Xxxxxx Common Stock over which he or she exercises sole or shared voting power except as permitted by the Letter Agreement. (ivf) This Notwithstanding anything set forth in this Agreement is terminated pursuant to the contrary, if PRFS pays or causes to be paid to CMTY the Termination Fee or the Break-Up Fee, the Termination Fee or the Break-Up Fee, as applicable, shall be the sole and exclusive remedy of CMTY hereunder and PRFS will not have any further obligations or liabilities to CMTY with respect to this Agreement or the Contemplated Transactions, except that CMTY shall have the right to enforce the provisions of Section 6.01(e), (f), (g)(ii5.02(c) or (g)(iii)and the Confidentiality Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 7.01(bSections 8.01(b) and (c8.01(c), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If In the event this Agreement is terminated as a result of any breach by: (i) BFC pursuant to Section 7.01(d) or (ii) CMTY pursuant to 7.01(c) (with the further conditions that, (A) in the case of a representationtermination pursuant to Section 7.01(c)(ii), warranty, covenant or other agreement which is caused by BFC received notice of an Acquisition Proposal prior to such vote of BFC stockholders and (B) in the willful or intentional breach case of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred termination by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx shall be liable to Franklin for Expenses CMTY pursuant to Section 7.01(c)(i) or 7.01(c)(ii) BFC enters into an agreement for an Acquisition Transaction within 18 months of the date hereof), then BFC shall make a single cash payment, as liquidated damages, to CMTY in the amount of the Termination Fee. Any payment required under this Section 7.01(b8.01(b) shall be $250,000, payable by BFC to CMTY (by wire transfer of immediately available funds to an account designated by CMTY) within two (2) Business Days after CMTY shall have become entitled thereto and the maximum amount Franklin shall be liable to Xxxxxx for Expenses pursuant to this Section 7.01(b) shall be $250,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at lawhave made demand therefor. (c) If Xxxxxx fails Notwithstanding anything set forth in this Agreement to complete the Merger after contrary, if BFC pays or causes to be paid to CMTY the occurrence of one Termination Fee, payment of the following events Termination Fee shall be the sole and Franklin shall not be in material breach of this Agreement, Xxxxxx shall immediately pay Franklin a fee of eight hundred fifty thousand dollars ($850,000): (i) A Person other than Franklin or an Affiliate of Franklin: (A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 15% or more exclusive remedy of the then outstanding shares of Xxxxxx Common Stock; or (B) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx pursuant to which such Person or CMTY hereunder and BFC will not have any Affiliate of such Person would: (1) Merge or consolidate, or enter into any similar transaction, with Xxxxxx; (2) Acquire all or substantially all of the assets further obligations or liabilities of Xxxxxx; or (3) Acquire beneficial ownership of securities representingto CMTY with respect to this Agreement or the Contemplated Transactions, or except that CMTY shall have the right to acquire beneficial ownership enforce the provisions of or to vote securities representingSection 5.02(c) and the Confidentiality Agreement. CMTY and BFC agree that the Termination Fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, 15% or more by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then outstanding shares the amount of Xxxxxx Common Stock; or (ii) Fulton authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent, or memorandum of understanding described in subsection (c)(i)(B) above; or (iii) The Xxxxxx shareholders vote but fail to approve the Merger at the Xxxxxx shareholders meeting, or the Xxxxxx shareholders meeting is cancelled, if prior such Termination Fee shall be reduced to the shareholder vote or cancellation: (A) The Xxxxxx board of directors shall have withdrawn or modified its recommendation that Xxxxxx shareholders approve the Merger and adopt this Agreement; (B) There has been an announcement maximum amount permitted by a Person other than Franklin or an Affiliate of Franklin, of an offer or proposal to acquire 15% or more of the Xxxxxx Common Stock then outstanding, or to acquire, merge, or consolidate with Xxxxxx, or to purchase all or substantially all of Xxxxxx’x assets and, within eighteen (18) months of such announcement Xxxxxx enters into an agreement with such Person, or any Affiliate of such Person, for such Person or Affiliate to acquire, merge, or consolidate with Xxxxxx or to purchase all or substantially all of Xxxxxx’x assets; (C) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement acting jointly or severally, and who, individually or law in the aggregatecircumstances, beneficially own one percent (1%) or more as determined by such court of the Xxxxxx Common Stock, shall have failed to maintain continued ownership of the shares of Xxxxxx Common Stock over which he, she or they exercise sole or shared voting power, except as permitted by the Letter Agreement; or (D) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement shall have failed to vote at the Xxxxxx shareholders meeting the shares of Xxxxxx Common Stock over which he or she exercises sole or shared voting power except as permitted by the Letter Agreementcompetent jurisdiction. (iv) This Agreement is terminated pursuant to Section 6.01(e), (f), (g)(ii) or (g)(iii).

Expenses and Other Fees. (a) Except as set forth in Section 7.01(bSections 8.01(b), 8.01(c) and (c8.01(d), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or intentional breach of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx East Prospect shall be liable to Franklin the Community Parties for Expenses pursuant to this Section 7.01(b8.01(b) shall be $250,000500,000, and the maximum amount Franklin the Community Parties shall be liable to Xxxxxx East Prospect for Expenses pursuant to this Section 7.01(b8.01(b) shall be $250,000500,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law. (c) If Xxxxxx fails to complete In the Merger after the occurrence of one of the following events and Franklin shall not be in material breach of event this Agreement, Xxxxxx shall immediately pay Franklin a fee of eight hundred fifty thousand dollars ($850,000): Agreement is terminated by: (i) A Person other than Franklin East Prospect pursuant to Section 7.01(b)(v) or an Affiliate of Franklin: 7.01(d) or (Aii) Acquires beneficial ownership (within the meaning of Rule 13d-3 under Community Parties pursuant to Sections 7.01(b)(v), 7.01(c) or 7.01(e); then East Prospect shall make a single cash payment, as liquidated damages, to CMTY in the Exchange Act) of 15% or more amount of the then outstanding shares Termination Fee. Any payment required under this Section 8.01(c) shall be payable by East Prospect to CMTY (by wire transfer of Xxxxxx Common Stock; or (Bimmediately available funds to an account designated by CMTY) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx pursuant to which such Person or any Affiliate of such Person would: (1) Merge or consolidate, or enter into any similar transaction, with Xxxxxx; within two (2) Acquire all Business Days after the Community Parties shall have become entitled thereto and shall have made demand therefor. (d) Notwithstanding anything set forth in this Agreement to the contrary, if East Prospect pays or substantially all causes to be paid to CMTY the Termination Fee, payment of the assets Termination Fee and payment of Expenses pursuant to Section 8.01(b) shall be the sole and exclusive remedy of the Community Parties hereunder and East Prospect will not have any further obligations or liabilities of Xxxxxx; or (3) Acquire beneficial ownership of securities representingto the Community Parties with respect to this Agreement or the Contemplated Transactions, or except that the Community Parties shall have the right to acquire beneficial ownership enforce the provisions of or to vote securities representingSection 5.02(c) and the Confidentiality Agreement. The Community Parties and East Prospect agree that the Termination Fee is fair and reasonable in the circumstances. If a court of competent jurisdiction shall nonetheless, 15% or more by a final, nonappealable judgment, determine that the amount of any such Termination Fee exceeds the maximum amount permitted by law, then outstanding shares the amount of Xxxxxx Common Stock; or (ii) Fulton authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent, or memorandum of understanding described in subsection (c)(i)(B) above; or (iii) The Xxxxxx shareholders vote but fail to approve the Merger at the Xxxxxx shareholders meeting, or the Xxxxxx shareholders meeting is cancelled, if prior such Termination Fee shall be reduced to the shareholder vote or cancellation: (A) The Xxxxxx board of directors shall have withdrawn or modified its recommendation that Xxxxxx shareholders approve the Merger and adopt this Agreement; (B) There has been an announcement maximum amount permitted by a Person other than Franklin or an Affiliate of Franklin, of an offer or proposal to acquire 15% or more of the Xxxxxx Common Stock then outstanding, or to acquire, merge, or consolidate with Xxxxxx, or to purchase all or substantially all of Xxxxxx’x assets and, within eighteen (18) months of such announcement Xxxxxx enters into an agreement with such Person, or any Affiliate of such Person, for such Person or Affiliate to acquire, merge, or consolidate with Xxxxxx or to purchase all or substantially all of Xxxxxx’x assets; (C) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement acting jointly or severally, and who, individually or law in the aggregatecircumstances, beneficially own one percent (1%) or more as determined by such court of the Xxxxxx Common Stock, shall have failed to maintain continued ownership of the shares of Xxxxxx Common Stock over which he, she or they exercise sole or shared voting power, except as permitted by the Letter Agreement; or (D) Any director or executive officer of Xxxxxx or other person who has signed a Letter Agreement shall have failed to vote at the Xxxxxx shareholders meeting the shares of Xxxxxx Common Stock over which he or she exercises sole or shared voting power except as permitted by the Letter Agreementcompetent jurisdiction. (iv) This Agreement is terminated pursuant to Section 6.01(e), (f), (g)(ii) or (g)(iii).

Expenses and Other Fees. (a) Except as set forth in Section 7.01(b) and (c), ) each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. (b) If this Agreement is terminated as a result of any breach of a representation, warranty, covenant or other agreement which is caused by the willful or intentional breach of a party hereto, such party shall be liable to the other for out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of lawyers, accountants and investment bankers, incurred by such other party in connection with the entering into of this Agreement and the carrying out of any and all acts contemplated hereunder (“Expenses”); provided, however, that the maximum amount Xxxxxx FNB shall be liable to Franklin Orrstown for Expenses pursuant to this Section 7.01(b) shall be $250,000, and the maximum amount Franklin Orrstown shall be liable to Xxxxxx FNB for Expenses pursuant to this Section 7.01(b) shall be $250,000. The payment of Expenses shall not constitute an exclusive remedy, but is in addition to any other rights or remedies available to the parties hereto at law. (c) If Xxxxxx FNB fails to complete the Merger after the occurrence of one of the following events and Franklin Orrstown shall not be in material breach of this Agreement, Xxxxxx FNB shall immediately pay Franklin Orrstown a fee of eight one million five hundred fifty thousand dollars ($850,0001,500,000): (i) A Person other than Franklin Orrstown or an Affiliate of FranklinOrrstown: (A) Acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 1510% or more of the then outstanding shares of Xxxxxx FNB Common Stock; or (B) Enters into an agreement, letter of intent or memorandum of understanding with Xxxxxx FNB pursuant to which such Person or any Affiliate of such Person would: (1) Merge or consolidate, or enter into any similar transaction, with XxxxxxFNB; (2) Acquire all or substantially all of the assets or liabilities of XxxxxxFNB; or (3) Acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership of or to vote securities representing, 1510% or more of the then outstanding shares of Xxxxxx FNB Common Stock; or (ii) Fulton FNB authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement, letter of intent, or memorandum of understanding described in subsection (c)(i)(B) above; or (iii) The Xxxxxx FNB shareholders vote but fail to approve the Merger at the Xxxxxx FNB shareholders meeting, or the Xxxxxx FNB shareholders meeting is cancelled, if prior to the shareholder vote or cancellation: (A) The Xxxxxx FNB board of directors shall have withdrawn or modified its recommendation that Xxxxxx FNB shareholders approve the Merger and adopt this Agreement; (B) There has been an announcement by a Person other than Franklin Orrstown or an Affiliate of FranklinOrrstown, of an offer or proposal to acquire 1510% or more of the Xxxxxx FNB Common Stock then outstanding, or to acquire, merge, or consolidate with XxxxxxFNB, or to purchase all or substantially all of Xxxxxx’x FNB’s assets and, within eighteen twenty-four (1824) months of such announcement Xxxxxx FNB enters into an agreement with such Person, or any Affiliate of such Person, for such Person or Affiliate to acquire, merge, or consolidate with Xxxxxx FNB or to purchase all or substantially all of Xxxxxx’x FNB’s assets; (C) Any director or executive officer of Xxxxxx FNB or other person persons who has have signed a Letter Agreement acting jointly or severally, and who, individually or in the aggregate, beneficially own one percent (1%) or more of the Xxxxxx Common Stock, shall have failed to maintain continued ownership of the shares of Xxxxxx FNB Common Stock over which he, she or they exercise sole or shared voting power, except as permitted by the Letter Agreement; or (D) Any director or executive officer of Xxxxxx FNB or other person who has signed a Letter Agreement shall have failed to vote at the Xxxxxx FNB shareholders meeting the shares of Xxxxxx FNB Common Stock over which he or she exercises sole or shared voting power except as permitted by the Letter Agreement. (iv) This Agreement is terminated pursuant to Section 6.01(e), (f), (g)(ii) or (g)(iiig).