Common use of Expenses and Other Fees Clause in Contracts

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB fails to complete the Merger after the occurrence of one of the following events, and HNC shall not be in material breach of this Agreement, WFB shall within one Business Day of the event, pay HNC by wire transfer of immediately available funds a fee of Seven Million Dollars ($7,000,000): (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC terminates this Agreement pursuant to Section 7.01(d) hereof; (iii) a Person or group (as that term is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, enters into an agreement, letter of intent or memorandum of understanding with WFB or any WFB Subsidiary which relates to an Acquisition Proposal; (iv) WFB authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposal; or (v) the WFB shareholders fail to approve this Agreement at the WFB Shareholders Meeting, or the WFB Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the WFB Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; or (B) WFB shall have materially breached its obligation under Section 5.08(a) by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person or group (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders fail to approve the Agreement at the WFB Shareholders’ Meeting, if prior to the shareholder vote any Person or group (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person which relates to an Acquisition Proposal, or (B) another Person which relates to an Acquisition Proposal, provided however, for purposes of the subsection (vii)(B), the threshold percentages in the definition of Acquisition Proposal shall be twenty percent (20%).

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b7.1(b), 7.1(c) and Section 6.2(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB Suburban fails to complete the Merger after the occurrence of one of the following events, and HNC neither Merger Sub nor Parent shall not be in material breach of this Agreement, WFB Suburban shall within one Business Day immediately make a payment to Parent for liquidated damages in the amount of the event, pay HNC by wire transfer of immediately available funds a fee of Seven One Million Two Hundred Fifty Thousand Dollars ($7,000,000):1,250,000) which shall be the sole and exclusive remedy of Parent and Merger Sub in such event, and upon such payment this Agreement shall be terminated: (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC terminates this Agreement pursuant to Section 7.01(d) hereof; (iii) a Person person or group (as that term is those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC Merger Sub, Parent or an Affiliate of HNC, Parent: (A) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the then outstanding shares of Suburban Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with WFB Suburban pursuant to which such person or group or any WFB Subsidiary which relates to an Acquisition ProposalAffiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with Suburban; (iv2) WFB acquire all or substantially all of the assets or liabilities of Suburban; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 25% or more of the then outstanding shares of Suburban Common Stock; or (ii) Suburban authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposal; oragreement, letter of intent or memorandum of understanding described in Section 7.1(b)(i)(B) above. (vc) If (x) the WFB shareholders fail to approve this Agreement at the WFB Shareholders Meeting, or the WFB Suburban Shareholders Meeting is cancellednot held on or before 110 days from the date of the signing of this Agreement for any reason other than (aa) a prior termination of this Agreement under Section 6.1(a), if prior to the shareholder vote Section 6.1(b)(iii) or cancellation: Section 7.1(b), (Abb) the WFB Board as a result of Directors shall have (x) failed to recommend approval an uncured material breach of this Agreement by Parent or Merger Sub under Section 6.1(b)(i) or (cc) as a result of a terrorist attack, or (y) the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; or (B) WFB shall have materially breached its obligation under Section 5.08(a) by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person or group (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders Suburban vote but fail to approve the Agreement Merger by the requisite percentage at the WFB Shareholders’ Suburban Shareholders Meeting, if prior Suburban shall immediately make payment for liquidated damages to the shareholder vote any Person or group (as that terms is defined in Section 13(d) Parent of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate a fee of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person $100,000 which relates to an Acquisition Proposal, or (B) another Person which relates to an Acquisition Proposal, provided however, for purposes of the subsection (vii)(B), the threshold percentages in the definition of Acquisition Proposal shall be twenty percent (20%)the sole and exclusive remedy of Parent and Merger Sub in such event.

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB NFC fails to complete the Merger after the occurrence of one of the following events, and HNC NPB shall not be in material breach of this Agreement, WFB NFC shall within one Business Day of the event, immediately pay HNC by wire transfer of immediately available funds NPB a fee of Four Million Seven Million Hundred and Fifty Thousand Dollars ($7,000,0004,750,000): (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC NFC terminates this Agreement pursuant to Section 7.01(d) hereof;; or (iiiii) a Person person or group (as that term is those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNC, NPB: (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 NFC Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with WFB NFC pursuant to which such person or group or any WFB Subsidiary which relates to an Acquisition Proposalaffiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with NFC; (iv2) WFB acquire all or substantially all of the assets or liabilities of NFC; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 15% or more of the then outstanding shares of NFC Common Stock; or (iii) NFC authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposalagreement, letter of intent or memorandum of understanding described in clause (b)(ii)(B) above; or (viv) the WFB NFC shareholders vote but fail to approve this Agreement the Merger at the WFB NFC Shareholders Meeting, or the WFB NFC Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the WFB NFC Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB NFC shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; orAgreement; (B) WFB shall have materially breached its obligation under Section 5.08(a) there has been an announcement by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person a person or group (as that those terms is are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNCNPB, shall have publicly announced, communicated of an offer or made known its intention, whether proposal to acquire 10% or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders fail to approve the Agreement at the WFB Shareholders’ Meeting, if prior to the shareholder vote any Person or group (as that terms is defined in Section 13(d) more of the Exchange Act and the rules and regulations thereunder)NFC Common Stock then outstanding, other than HNC or an Affiliate to acquire, merge, or consolidate with NFC, or to purchase all or substantially all of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person which relates to an Acquisition Proposal, NFC's assets; or (BC) another Person which relates to an Acquisition Proposalany one or more directors or officers of NFC or other persons who have signed a Letter Agreement, provided howeveracting jointly or severally, for purposes and who, individually or in the aggregate, beneficially own one percent (1%) or more of the subsection NFC Common Stock shall have failed to maintain continued ownership of the shares of NFC Common Stock over which he, she or they exercise sole or shared voting power (vii)(Bas identified on his, her or their signed Letter Agreements provided that in no event shall options be deemed shares over which a party has voting power), as required by such signed Letter Agreements; or (D) any director or officer of NFC or other person who has signed a Letter Agreement shall have failed to vote at the threshold percentages NFC Shareholders Meeting, the shares of NFC Common Stock over which he or she exercises sole or shared voting power (as identified in the definition of Acquisition Proposal his or her signed Letter Agreement provided that in no event shall options be twenty percent (20%deemed shares over which a party has voting power), as required by such signed Letter Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB PFI fails to complete the Merger after the occurrence of one of the following events, and HNC NPB shall not be in material breach of this Agreement, WFB PFI shall within one Business Day of the event, immediately pay HNC by wire transfer of immediately available funds NPB a fee of Seven Million Dollars ($7,000,000): (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC terminates this Agreement pursuant to Section 7.01(d) hereof; (iii) a Person person or group (as that term is those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNC, NPB: (A) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the then outstanding shares of PFI Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with WFB PFI pursuant to which such person or group or any WFB Subsidiary which relates to an Acquisition Proposalaffiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with PFI; (iv2) WFB acquire all or substantially all of the assets or liabilities of PFI; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 25% or more of the then outstanding shares of PFI Common Stock; or (ii) PFI authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposalagreement, letter of intent or memorandum of understanding described in subsection (b)(i)(B) above; or (viii) the WFB PFI shareholders vote but fail to approve this Agreement the Merger at the WFB PFI Shareholders Meeting, or the WFB PFI Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the WFB PFI Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB PFI shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; orAgreement; (B) WFB shall have materially breached its obligation under Section 5.08(a) there has been an announcement by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person a person or group (as that those terms is are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNCNPB, shall have publicly announced, communicated of an offer or made known its intention, whether proposal to acquire 10% or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders fail to approve the Agreement at the WFB Shareholders’ Meeting, if prior to the shareholder vote any Person or group (as that terms is defined in Section 13(d) more of the Exchange Act and the rules and regulations thereunder)PFI Common Stock then outstanding, other than HNC or an Affiliate to acquire, merge, or consolidate with PFI, or to purchase all or substantially all of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person which relates to an Acquisition Proposal, PFI’s assets; or (BC) another Person which relates to an Acquisition Proposalany one or more directors or officers of PFI or other persons who have signed a Letter Agreement, provided howeveracting jointly or severally, for purposes and who, individually or in the aggregate, beneficially own one percent (1%) or more of the subsection PFI Common Stock shall have failed to maintain continued ownership of the shares of PFI Common Stock over which he, she or they exercise sole or shared voting power (vii)(Bas identified on his, her or their signed Letter Agreements), as required by such signed Letter Agreements; or (D) any director or officer of PFI or other person who has signed a Letter Agreement shall have failed to vote at the threshold percentages in PFI Shareholders Meeting the definition shares of Acquisition Proposal shall be twenty percent PFI Common Stock over which he or she exercises sole or shared voting power (20%as identified on his or her signed Letter Agreement), as required by such signed Letter Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b7.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB FirstService fails to complete the Merger after the occurrence of one of the following events, and HNC NPB shall not be in material breach of this Agreement, WFB FirstService shall within one Business Day of the event, immediately pay HNC by wire transfer of immediately available funds NPB a fee of Seven Five Million Dollars ($7,000,0005,000,000): (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC terminates this Agreement pursuant to Section 7.01(d) hereof; (iii) a Person person or group (as that term is those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNC, NPB: (A) acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of the then outstanding shares of FirstService Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with WFB FirstService pursuant to which such person or group or any WFB Subsidiary which relates to an Acquisition Proposalaffiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with FirstService; (iv2) WFB acquire all or substantially all of the assets or liabilities of FirstService; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 25% or more of the then outstanding shares of FirstService Common Stock; or (ii) FirstService authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposalagreement, letter of intent or memorandum of understanding described in subsection (b)(i)(B) above; or (viii) the WFB FirstService shareholders vote but fail to approve this Agreement the Merger at the WFB FirstService Shareholders Meeting, or the WFB FirstService Shareholders Meeting is cancelled, if prior to the shareholder vote or cancellation: (A) the WFB FirstService Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB FirstService shareholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNCAgreement; or (B) WFB shall have materially breached its obligation under Section 5.08(a) there has been an announcement by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person a person or group (as that those terms is are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNCNPB, of an offer or proposal to acquire 10% or more of the FirstService Common Stock then outstanding, or to acquire, merge, or consolidate with FirstService, or to purchase all or substantially all of FirstService's assets; or (C) any director or officer of FirstService or other person who has signed a Letter Agreement, in the form attached hereto as Exhibit 1, shall have publicly announcedfailed to maintain continued ownership of, communicated or made known its intention, whether or not conditional, and to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders fail to approve the Agreement vote at the WFB Shareholders’ FirstService Shareholders Meeting, if prior to the shareholder vote any Person shares of FirstService Common Stock over which he or group she exercises sole or shared voting power (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunderidentified on his or her signed Letter Agreement), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn as required by such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person which relates to an Acquisition Proposal, or (B) another Person which relates to an Acquisition Proposal, provided however, for purposes of the subsection (vii)(B), the threshold percentages in the definition of Acquisition Proposal shall be twenty percent (20%)signed Letter Agreement.

Expenses and Other Fees. (a) Except as set forth in Section 8.01(b), each party hereto shall bear and pay all costs and expenses incurred by it in connection with the Merger and the other transactions contemplated herebyContemplated Transactions, including fees and expenses of its own financial consultants, accountants and counsel. (b) If WFB CBT fails to complete the Merger after the occurrence of one of the following events, and HNC NPB shall not be in material breach of this Agreement, WFB CBT shall within one Business Day of the event, immediately pay HNC by wire transfer of immediately available funds NPB a fee of Seven Three Million Dollars ($7,000,0003,000,000): (i) WFB terminates this Agreement pursuant to Section 7.01(c) hereof; (ii) HNC CBT terminates this Agreement pursuant to Section 7.01(d) hereof;; or (iiiii) a Person person or group (as that term is those terms are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNC, NPB: (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 CBT Common Stock; or (B) enters into an agreement, letter of intent or memorandum of understanding with WFB CBT pursuant to which such person or group or any WFB Subsidiary which relates to an Acquisition Proposalaffiliate of such person or group would: (1) merge or consolidate, or enter into any similar transaction, with CBT; (iv2) WFB acquire all or substantially all of the assets or liabilities of CBT; or (3) acquire beneficial ownership of securities representing, or the right to acquire beneficial ownership or to vote securities representing, 15% or more of the then outstanding shares of CBT Common Stock; or (iii) CBT authorizes, recommends or publicly proposes, or publicly announces an intention to authorize, recommend or propose, an agreement to enter into an Acquisition Proposalagreement, letter of intent or memorandum of understanding described in clause (b)(ii)(B) above; or (viv) the WFB shareholders CBT stockholders vote but fail to approve this Agreement the Merger at the WFB Shareholders CBT Stockholders Meeting, or the WFB Shareholders CBT Stockholders Meeting is cancelled, if prior to the shareholder stockholder vote or cancellation: (A) the WFB CBT Board of Directors shall have (x) failed to recommend approval of this Agreement by the shareholders of WFB, (y) withdrawn or modified its recommendation that WFB shareholders CBT stockholders approve this Agreement or (z) recommended that the shareholders of WFB approve or accept an Acquisition Proposal with any Person other than HNC or an Affiliate of HNC; orAgreement; (B) WFB shall have materially breached its obligation under Section 5.08(a) there has been an announcement by failing to call, give notice of, convene and hold the WFB Shareholders Meeting in accordance with Section 5.08(a); (vi) the WFB Shareholders’ Meeting is cancelled, if prior to the cancellation any Person a person or group (as that those terms is are defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC NPB or an Affiliate of HNCNPB, shall have publicly announcedof an offer or proposal to acquire 10% or more of CBT Common Stock then outstanding, communicated or made known its intentionto acquire, whether merge, or not conditionalconsolidate with CBT, or to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication purchase all or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter substantially all of intent, agreement or similar type agreement with any Person which relates to an Acquisition Proposal. (vii) the WFB shareholders fail to approve the Agreement at the WFB Shareholders’ Meeting, if prior to the shareholder vote any Person or group (as that terms is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder), other than HNC or an Affiliate of HNC, shall have publicly announced, communicated or made known its intention, whether or not conditional, to make an Acquisition Proposal and shall not have publicly withdrawn such announcement, communication or intention at least 30 days prior to the WFB Shareholders Meeting and within eighteen (18) months after such event WFB or any WFB Subsidiary enters into any term sheet, letter of intent, agreement or similar type agreement with: (A) such Person which relates to an Acquisition Proposal, CBT's assets; or (BC) another Person which relates any one or more directors or officers of CBT or other persons who have signed a Letter Agreement, acting jointly or severally, and who, individually or in the aggregate, beneficially own one percent (1%) or more of CBT Common Stock shall have failed to an Acquisition Proposal, provided however, for purposes maintain continued ownership of the subsection shares of CBT Common Stock over which he, she or they exercise sole or shared voting power (vii)(Bas identified on his, her or their signed Letter Agreements provided that in no event shall options be deemed shares over which a party has voting power), as required by such signed Letter Agreements; or (D) any director or officer of CBT or other person who has signed a Letter Agreement shall have failed to vote at the threshold percentages CBT Stockholders Meeting, the shares of CBT Common Stock over which he or she exercises sole or shared voting power (as identified in the definition of Acquisition Proposal his or her signed Letter Agreement provided that in no event shall options be twenty percent (20%deemed shares over which a party has voting power), as required by such signed Letter Agreement.