Common use of Forbearances of Company Clause in Contracts

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; make, declare, pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securities, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securities, except (A) any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-owned Subsidiaries or (B) any regularly-scheduled, quarterly cash dividends that are paid by Company to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (ii) issue, grant, sell, transfer, encumber or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; or (iii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly-owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness to any such Person or any claims held by any such Person; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, the terms of any Company Benefit Plan as in effect on the date hereof or as set forth on Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary that would be a Company Benefit Plan if in effect on the date hereof; (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary in an amount in excess of 3%; (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; (vi) provide any funding for any rabbi trust or similar arrangement; or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary who has or would have a base salary or annualized base wage rate greater than $75,000; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: (i) settlements: (A) involving only monetary remedies with a value not in excess of $25,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000, in the aggregate; and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company Subsidiaries taken as a whole (or following the Closing, Parent and its Subsidiaries taken as a whole); and (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; or (ii) except as may be required by GAAP or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) make any material change in any method of Tax accounting; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; (v) enter into any closing agreements; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-owned Subsidiaries); (k) restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities that would be considered “high risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of the proceeds of maturing investment securities into short-term investment securities of the type currently held in Company’s investment securities portfolio; (l) enter into, modify, amend or terminate any material contract which obligates Company to make or entitles Company to receive payments in excess of $25,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate; (r) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment, except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, for any Loan relationship aggregating in excess of $1,000,000 or amend or modify in any material respect any such Loan relationship, or renew, amend or modify in any material respect any Loan in any manner that would result in any principal forgiveness, or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) without, in each case, previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, President or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect thereto) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or such Company Subsidiary; open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (s) establish any new Subsidiary; (t) fail to take any action that is required by any Company Regulatory Agreement; (u) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries), on the other hand, or any agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-owned Company Subsidiary, on the one hand, and any non-wholly-owned Company Subsidiary, on the other hand; (v) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (w) book, renew or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (x) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (y) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (z) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; or (aa) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed):delayed under clauses (e), (l), (r), (s) or (aa) below); (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g.i.e., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; (ii) make, declare, pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securities, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securities, except (A) for any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-owned Subsidiaries or (B) any regularly-scheduled, quarterly cash dividends that are paid by Company Bank to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (iiiii) issue, grant, sell, transfer, encumber or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; or (iiiiv) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets with a book value of greater than to any Person other than a direct or indirect wholly-wholly owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness to any such Person or any claims held by any such Person; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, Law or the terms of any Company Benefit Plan as in effect on the date hereof or as set forth on in Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary that would be a Company Benefit Plan if in effect on the date hereof; (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary in an amount in excess of 34%; (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; (vi) provide any funding for any rabbi trust or similar arrangement; or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary who has or would have a base salary or annualized base wage rate greater than $75,000; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: (i) settlements: (A) involving only monetary remedies with a value not in excess of $25,00050,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000100,000, in the aggregate; and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company Subsidiaries taken as a whole (or following the Closing, Parent and its Subsidiaries taken as a whole); and (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; or (ii) except as may be required by GAAP or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) (i) make any material change (or file a request to make any such change) in any method of Tax accountingaccounting or any annual Tax accounting period; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; (v) enter into any closing agreementsagreement or apply to any Governmental Entity for any ruling in respect of Taxes; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-wholly owned Subsidiaries); (k) restructure or change its investment securities portfolio or its gap position, position through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities that which would be considered “high risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of the proceeds from amortization or maturity of maturing investment securities into short-term investment securities of the type currently held in Company’s investment securities portfolioportfolio or that do not otherwise alter the risk profile of such portfolio in any material way; (l) enter into, modify, amend or terminate any material contract which obligates Company to make or entitles Company to receive payments in excess of $25,00050,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; (r) For all Loans other than Specialty Lending Loans and Loans approved by Company and committed to prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, (i) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment, except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, commitment for any Loan relationship aggregating in excess of (A) $1,000,000 100,000 with respect to any partially or wholly-unsecured Loan; and (B) $750,000 with respect to any fully-secured Loan; or (ii) amend or modify in any material respect any such existing Loan relationship, relationship or renew, amend or modify Loan referenced in any material respect any Loan clause (i) above (including in any manner that would result in any additional extension of credit or principal forgiveness, or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) ), without, in each case, previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, President Chief Executive Officer or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect thereto) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or Company Bank; (s) For all Specialty Lending Loans other than Specialty Lending Loans approved by Company and committed to prior to the date hereof and set forth in Section 5.2(s) of the Disclosure Schedule, (i) make or acquire any Specialty Lending Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any Specialty Lending Loan relationship, or (ii) amend or modify in any material respect any existing Specialty Lending Loan relationship or Specialty Lending Loan (including in any manner that would result in any additional extension of credit or principal forgiveness, or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company), without, in each case, previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, Chief Executive Officer or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Specialty Lending Loan or issuing any commitment with respect thereto) with a copy of the Specialty Lending Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company Subsidiary; or Company Bank. (t) open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (su) foreclose upon or otherwise acquire any commercial real property prior to receipt of a Phase I environmental review thereof; (v) establish any new Subsidiary; (tw) fail to take any action that is required by any Company Regulatory Agreement; (ux) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (y) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-wholly owned Subsidiaries), on the other hand, or including any such agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-owned Company Subsidiary, on the one hand, and any non-wholly-owned Company Subsidiary, on the other hand; (vz) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (waa) book, renew book or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (xbb) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (ycc) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (zdd) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; (ee) take any action or omit to take any action that could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or (aaff) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); , or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; ; (ii) except with respect to cash distributions necessary for the payment of Taxes resulting from the ownership of Company Common Stock by Company’s shareholders in amounts computed, and at times that are, consistent with past practice, make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securitiesstock, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securitiesstock, except (A) any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-owned Subsidiaries or (B) any regularly-scheduled, quarterly cash dividends that are paid by Company to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (ii) issue, grant, sell, transfer, encumber or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; or (iii) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly-owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness to any such Person or any claims held by any such Person; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, the terms of any Company Benefit Plan as in effect on the date hereof or as set forth on Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary that would be a Company Benefit Plan if in effect on the date hereof; (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary in an amount in excess of 3%; (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; (vi) provide any funding for any rabbi trust or similar arrangement; or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary who has or would have a base salary or annualized base wage rate greater than $75,000; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: (i) settlements: (A) involving only monetary remedies with a value not in excess of $25,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000, in the aggregate; and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company Subsidiaries taken as a whole (or following the Closing, Parent and its Subsidiaries taken as a whole); and (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; or (ii) except as may be required by GAAP or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) make any material change in any method of Tax accounting; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; (v) enter into any closing agreements; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-wholly owned Subsidiaries); (k) restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities that would be considered “high risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of the proceeds of maturing investment securities into short-term investment securities of the type currently held in Company’s investment securities portfolio; (l) enter into, modify, amend or terminate any material contract which obligates Company to make or entitles Company to receive payments in excess of $25,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate; (r) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment, except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, for any Loan relationship aggregating in excess of $1,000,000 or amend or modify in any material respect any such Loan relationship, or renew, amend or modify in any material respect any Loan in any manner that would result in any principal forgiveness, or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) without, in each case, previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, President or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect thereto) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or such Company Subsidiary; open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (s) establish any new Subsidiary; (t) fail to take any action that is required by any Company Regulatory Agreement; (u) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries), on the other hand, or any agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-owned Company Subsidiary, on the one hand, and any non-wholly-owned Company Subsidiary, on the other hand; (v) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (w) book, renew or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (x) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (y) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (z) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; or (aa) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); , or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; ; (ii) make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securitiesstock, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securitiesstock, except (A) any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-wholly owned Subsidiaries or Subsidiaries; (Biii) any regularly-scheduled, quarterly cash dividends that are paid by Company to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (ii) issue, grant, sell, transfer, encumber sell or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; , or (iiiB) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly-wholly owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness except in the ordinary course of business consistent with past practice to any such Person or any claims held by any such Personthird parties who are not Affiliates of Company; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, Law or the terms of any Company Benefit Plan as or other agreement in effect on the date hereof or as set forth on Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary of its Subsidiaries that would be a Company Benefit Plan if in effect on the date hereof; , (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; of its Subsidiaries, (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary of its Subsidiaries in an amount in excess of 3%; $15,000, (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; of its Subsidiaries, (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; of its Subsidiaries, (vi) provide any funding for any rabbi trust or similar arrangement; arrangement or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary of its Subsidiaries who has or would have a base salary or annualized base wage rate greater than $75,00050,000; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: for (i) settlements: settlements (A) involving only monetary remedies with a value not in excess of $25,000100,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000300,000, in the aggregate; aggregate and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company its Subsidiaries taken as a whole (or following the Closing, to Parent and its Subsidiaries taken as a whole); and ) or (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; , or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred in by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; regulators or (ii) except as may be required by GAAP or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) (i) make any material change (or file a request to make any such change) in any method of Tax accountingaccounting or any annual Tax accounting period; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; or (v) enter into any closing agreements; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-wholly owned Subsidiaries); (k) materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities that which would be considered “high high-risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of the proceeds of maturing investment securities into short-term investment securities of the type currently held in Company’s investment securities portfolio; (l) enter into, modify, amend or terminate any material contract which obligates Company to make make, or entitles Company to receive payments in excess of $25,00050,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices policies imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate; (r) without previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, Chief Executive Officer or such other representative as may be designated by Parent), make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment), except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, for any Loan relationship aggregating in excess of $1,000,000 or amend or modify in any material respect any such existing Loan relationship, or renew, amend or modify in any material respect any Loan in any manner that would result in any principal forgivenessincrease Company’s total credit exposure to the applicable borrower (and its Affiliates), or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) withoutcalculated for applicable loan-to-one borrower regulatory limitations, in each case, previously notifying and consulting with Parent excess of $2,000,000; (through Parent’s Chief Credit Officer, President or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect theretos) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or such Company Subsidiary; open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (st) foreclose upon or otherwise acquire any commercial real property in excess of $1,000,000 prior to receipt of a Phase I environmental review thereof; (u) establish any new Subsidiary; (tv) fail to use commercially reasonable efforts to take any action that is required by any Company Regulatory Agreement; (uw) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (x) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiaryof its Subsidiaries) or Affiliate of Company (other than Company and its direct or indirect wholly-wholly owned Subsidiaries), on the other hand, or any agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiaryof its Subsidiaries) or Affiliate of Company (other than Company and its direct or indirect wholly-wholly owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-wholly owned Company Subsidiary, on the one hand, and any non-wholly-wholly owned Company Subsidiary, on the other hand; (v) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (w) book, renew or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (x) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (y) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (z) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; or (aay) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except Except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed) (it being understood that a failure to take an action prohibited by Section 5.2 will not be a breach of Section 5.1): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, (x) indebtedness between or among Company and its wholly owned Subsidiaries and (y) FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); , or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; ; (ii) except with respect to cash distributions necessary for the payment of Taxes resulting from the ownership of Company Common Stock by Company’s shareholders in amounts computed, and at times that are, consistent with past practice, make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securitiesstock, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securitiesstock, except (A) any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-wholly owned Subsidiaries or Subsidiaries; (Biii) any regularly-scheduled, quarterly cash dividends that are paid by Company to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (ii) issue, grant, sell, transfer, encumber sell or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; , or (iiiB) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly-wholly owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness except in the ordinary course of business consistent with past practice to any such Person or any claims held by any such Personthird parties who are not Affiliates of Company; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, Law or the terms of any Company Benefit Plan as in effect on the date hereof or as set forth on Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary of its Subsidiaries that would be a Company Benefit Plan if in effect on the date hereof; hereof other than ordinary-course amendments to health and welfare benefit plans that do not materially increase the costs of such plans to Company or any of its Subsidiaries and do not increase the benefits provided under such plans in any respect, (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; of its Subsidiaries, (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary of its Subsidiaries, other than any increases in the ordinary course of business consistent with past practice in an aggregate amount in excess of 3for each individual that does not exceed 4%; , (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; of its Subsidiaries, (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; of its Subsidiaries, (vi) provide any funding for any rabbi trust or similar arrangement; arrangement or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary of its Subsidiaries who has or would have a base salary or annualized base wage rate greater than $75,000; provided, that Company may hire employees to fill the positions open as of the date hereof that are set forth in Section 5.2(e) of the Disclosure Schedule; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: for (i) settlements: settlements (A) involving only monetary remedies with a value not in excess of $25,000100,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000300,000, in the aggregate; aggregate and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company Subsidiaries taken as a whole (or following the Closing, Parent and its Subsidiaries taken as a whole); and (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; , or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; regulators or (ii) except as may be required by GAAP as concurred by Company’s independent auditors or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) (i) make any material change (or file a request to make any such change) in any method of Tax accountingaccounting or any annual Tax accounting period; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; (v) enter into any closing agreementsagreement or apply to any Governmental Entity for any ruling in respect of Taxes; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-wholly owned Subsidiaries); (ki) materially restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in each case outside the ordinary course of business consistent with past practice, (ii) make new investments in any mortgage-backed or mortgage-related securities that which would be considered “high high-risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of or (iii) reinvest the proceeds of maturing investment securities into short-term investment securities that, by their terms, mature between the date of this Agreement and the type currently held in Company’s investment securities portfolioClosing Date; (l) enter into, modify, amend or terminate any material contract which obligates Company to make or entitles Company to receive payments in excess of $25,000100,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices policies imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing policies with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 50,000 individually or $50,000 100,000 in the aggregate, other than as disclosed in Company’s capital expenditure budget set forth in Section 5.2(q) of the Disclosure Schedule; (r) without previously notifying and, if requested by Parent within three (3) Business Days of receipt of such notice, consulting with Parent (which notification will be made through Parent’s Chief Credit Officer, Chief Executive Officer or such other representative as may be designated in writing by Parent), make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment), except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedulehereof, for any Loan relationship aggregating with a principal amount in excess of $1,000,000 2,000,000 or amend or modify in any material respect any such existing Loan relationship, or renew, amend or modify in any material respect any Loan in any manner that would result in any principal forgivenessincrease Company’s total credit exposure to the applicable borrower (and its Affiliates), or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) withoutcalculated for applicable loan-to-one borrower regulatory limitations, in each case, previously notifying and consulting with Parent excess of $2,000,000; (through Parent’s Chief Credit Officer, President or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect theretos) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or such Company Subsidiary; open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (st) foreclose upon or otherwise acquire any commercial real property (i) in excess of $1,000,000 or (ii) that would reasonably be expected to raise environmental concerns (e.g., gas stations, dry cleaners, etc.), in each case, prior to receipt of a Phase I environmental review thereof; (u) establish any new Subsidiary; (tv) fail to use commercially reasonable efforts to take any action that is required by any Company Regulatory Agreement; (uw) take any action that is intended to, would or would be reasonably likely to result in any of the conditions set forth in Article VII not being satisfied or prevent or materially delay the consummation of the transactions contemplated hereby, except, in every case, as may be required by applicable Law; (x) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiaryof its Subsidiaries) or Affiliate of Company (other than Company and its direct or indirect wholly-wholly owned Subsidiaries), on the other hand, or any agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiaryof its Subsidiaries) or Affiliate of Company (other than Company and its direct or indirect wholly-wholly owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-wholly owned Company Subsidiary, on the one hand, and any non-wholly-wholly owned Company Subsidiary, on the other hand; (v) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (w) book, renew or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (x) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (y) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (z) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; or (aay) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.

Forbearances of Company. In furtherance and not in limitation of Section 5.1, during the period from the date of this Agreement to the Effective Time or earlier termination of this AgreementTime, except as set forth in Section 5.2 of the Disclosure Schedule or as expressly contemplated or required by this Agreement or applicable Law, Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, do any of the following, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed): (a) (i) create or incur any indebtedness for borrowed money (other than acceptance of deposits, FHLB advances, purchases of federal funds, sales of certificates of deposit, issuances of commercial paper and entering into repurchase agreements, each in the ordinary course of business with prices, terms and conditions consistent with past practice); , or (ii) assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, except in the case of this clause (ii), in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice; (b) (i) adjust, split, combine or reclassify any of its capital stock; ; (ii) except with respect to cash distributions necessary for the payment of Taxes resulting from the ownership of Company Common Stock by Company’s shareholders in amounts computed, and at times that are, consistent with past practice, make, declare, declare or pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any of its capital stock or other equity or voting securitiesstock, or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any of its capital stock or other equity or voting securitiesstock, except (A) any dividends paid by any of the Subsidiaries of Company to Company or any of its wholly-wholly owned Subsidiaries or Subsidiaries; (Biii) any regularly-scheduled, quarterly cash dividends that are paid by Company to Company’s shareholders consistent with Company’s past practice provided the amount of such dividend does not exceed the lesser of (A) $0.15 per calendar quarter; and (B) such amount that at the time of payment does not, and at Closing could not reasonably be expect to, cause the Closing Tangible Book Value to be less than the Target Tangible Book Value; (ii) issue, grant, sell, transfer, encumber sell or otherwise permit to become outstanding, or authorize the issuance of, any additional capital stock or securities convertible or exchangeable into, or exercisable for, its capital stock or any equity-based awards or interests or other rights of any kind to acquire its capital stock; , or (iiiB) enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock or other securities; (c) (i) except for sales of securities permitted by Section 5.2(k) or sales in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets to any Person other than a direct or indirect wholly-owned Company Subsidiary; or (ii) cancel, release or assign any indebtedness to any such Person or any claims held by any such Person; (d) acquire direct or indirect control over any business or Corporate Entity, whether by stock purchase, merger, consolidation or otherwise or make any material investment either by purchase of stock or securities, contributions to capital, property transfers or purchase of any property or assets of any other individual, corporation or other entity, except, in either case, in connection with a foreclosure of collateral or conveyance of such collateral in lieu of foreclosure taken in connection with collection of a Loan in the ordinary course of business consistent with past practice and with respect to Loans made to third parties who are not Affiliates of Company; (e) except as required under applicable Law, the terms of any Company Benefit Plan as in effect on the date hereof or as set forth on Section 5.2(e) of the Disclosure Schedule: (i) enter into, adopt, amend or terminate any Company Benefit Plan or employee benefit plan, program or policy for the benefit or welfare of any current or former employee, officer, director or consultant of Company or any Company Subsidiary that would be a Company Benefit Plan if in effect on the date hereof; (ii) grant any rights to severance, retention or change in control compensation to any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (iii) increase the compensation or benefits payable to any current or former employee, officer, director or consultant of Company or any Company Subsidiary in an amount in excess of 3%; (iv) grant or accelerate the vesting of any equity or equity-based awards for the benefit of any current or former employee, officer, director or consultant of Company or any Company Subsidiary; (v) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to Company or any Company Subsidiary; (vi) provide any funding for any rabbi trust or similar arrangement; or (vii) hire or terminate the employment (other than for cause) of any employee of Company or any Company Subsidiary who has or would have a base salary or annualized base wage rate greater than $75,000; (f) commence, settle or compromise any litigation, claim, suit, action or proceeding, except for: (i) settlements: (A) involving only monetary remedies with a value not in excess of $25,000, with respect to any individual litigation, claim, suit, action or proceeding or $50,000, in the aggregate; and (B) that does not involve or create an adverse precedent for any litigation, claim, suit action or proceeding that is reasonably likely to be material to Company and the Company Subsidiaries taken as a whole (or following the Closing, Parent and its Subsidiaries taken as a whole); and (ii) the commencement of any litigation, claim, suit action or proceeding (including actions of repossession, replevin, quiet title and foreclosure with respect to real or personal property) in the ordinary course of business consistent with past practice; (g) (i) agree or consent to the issuance of any injunction, decree, order or judgment restricting or adversely affecting its business or operations; or (ii) waive or release any material rights or claims other than in the ordinary course of business consistent with past practice; (i) make any change in accounting methods or systems of internal accounting controls (or the manner in which it accrues for liabilities), except as required by changes in GAAP as concurred by Company’s independent auditors or in regulatory accounting principles as concurred by Company’s regulators; or (ii) except as may be required by GAAP or by Company’s independent auditors or regulators, regulatory accounting principles or and in the ordinary course of business consistent with past practice, revalue in any material respect any of its assets, including writing-off notes or accounts receivable; (i) make any material change in any method of Tax accounting; (ii) make, change or revoke any material Tax election; (iii) file any material amended Tax Return; (iv) settle or compromise any material liability for Taxes; (v) enter into any closing agreements; or (vi) surrender any right to claim a refund of a material amount of Taxes; (j) amend its articles of incorporation, bylaws or comparable organizational documents, or otherwise take any action to exempt any Person from any provision of its articles of incorporation, bylaws or comparable organizational documents, or enter into a plan of consolidation, merger, share exchange, reorganization or similar business combination (other than with respect to consolidations, mergers, share exchanges, reorganizations or similar business combinations solely involving its wholly-owned Subsidiaries); (k) restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or invest in any mortgage-backed or mortgage-related securities that would be considered “high risk” securities under applicable regulatory pronouncements, it being understood that the foregoing does not prohibit the reinvestment of the proceeds of maturing investment securities into short-term investment securities of the type currently held in Company’s investment securities portfolio; (l) enter into, modify, amend or terminate any material contract which obligates Company to make or entitles Company to receive payments in excess of $25,000, other than in the ordinary course of business consistent with past practice or pursuant to the terms of such contracts; (m) change in any material respect the credit policies and collateral eligibility requirements and standards of Company except as required by applicable Law, regulation or polices imposed by any Governmental Entity; (n) permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility of Company or any Company Subsidiary, or file any application, or otherwise take any action, to establish, relocate or terminate the operation of any banking office of Company or any Company Subsidiary; (o) except as required by applicable Law, regulation or policies imposed by any Governmental Entity, enter into any new line of business; (p) change in any material respect its lending, investment, underwriting, risk and asset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking and operating policies or practices, including policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, Loans, except as required by any Law or a Governmental Entity; (q) make, or commit to make, any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate; (r) make or acquire any Loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment, except to the extent approved by Company and committed to, in each case prior to the date hereof and set forth in Section 5.2(r) of the Disclosure Schedule, for any Loan relationship aggregating in excess of $1,000,000 or amend or modify in any material respect any such Loan relationship, or renew, amend or modify in any material respect any Loan in any manner that would result in any principal forgiveness, or effect any uncompensated release of collateral (i.e., at a value below the fair market value thereof as determined by the Company) without, in each case, previously notifying and consulting with Parent (through Parent’s Chief Credit Officer, President or such other representative as may be designated in writing by Parent), including providing Parent (at least three Business Days prior to making, acquiring, renewing, amending or modifying any Loan or issuing any commitment with respect thereto) with a copy of the Loan underwriting analysis and credit memorandum with respect thereto and the basis of the credit decision of Company or such Company Subsidiary; open or close any branch office (or file any application to do so), or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities; (s) establish any new Subsidiary; (t) fail to take any action that is required by any Company Regulatory Agreement; (u) other than ordinary course retail banking transactions, enter into, modify, amend or terminate any agreement or arrangement directly or indirectly between Company or any Company Subsidiary, on the one hand, and any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries), on the other hand, or any agreement or arrangement pursuant to which any shareholder (which to the Knowledge of Company beneficially owns 5% or more of any class of equity securities of Company or any Company Subsidiary) or Affiliate of Company (other than Company and its direct or indirect wholly-owned Subsidiaries) is a party and Company or any Company Subsidiary receives services or goods, including any such agreements or arrangements between any direct or indirect wholly-owned Company Subsidiary, on the one hand, and any non-wholly-owned Company Subsidiary, on the other hand; (v) reduce the ALLL through negative provision, unless required in writing to do so by any Regulatory Agency; (w) book, renew or accept any brokered deposit (as defined in 12 C.F.R. 337.6(a)(2)), including any deposit that pays an effective annual yield that exceeds 0.65% (collectively, “Brokered Deposits”); (x) charge-off any Loan or other extension of credit having an outstanding principal amount greater than $50,000 prior to consulting with Parent as to the amount of such charge-off; (y) prepay any indebtedness or similar arrangement so as to cause Company or Company Bank to incur any prepayment penalty with respect thereto; (z) fail to maintain in full force and effect any insurance policy, in each case on substantially the same terms as in effect on the date hereof; or (aa) agree to, or make any commitment to, take any of the actions prohibited by this Section 5.2, or adopt any resolutions of the board of directors of Company in support of, any of the actions prohibited by this Section 5.2.