Initial Restriction on Disposition. The undersigned agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock beneficially owned by the undersigned from the Effective Time until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that the ---------------------------------- undersigned will not, except by operation of law, by will or under the laws of descent and distribution, sell, transfer, or otherwise dispose of the undersigned's interests in, or reduce the undersigned's risk relative to, any of the shares of the Surviving Corporation Common Stock into which the undersigned's shares of Central and Southern Common Stock are converted upon consummation of the Merger until such time as the Surviving Corporation notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of the Surviving Corporation and Central and Southern. The Surviving Corporation agrees that it will publish such results within 45 days after the end of the first fiscal quarter of the Surviving Corporation containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that the ---------------------------------- undersigned will not, except by operation of law, by will or under the laws of descent and distribution, sell, transfer, or otherwise dispose of the undersigned's interests in, or reduce the undersigned's risk relative to, any of the shares of Premier Common Stock into which the undersigned's shares of Farmers Common Stock are converted upon consummation of the Merger until such time as Premier notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of Premier and Farmers. Premier agrees that it will publish such results within 45 days after the end of the first fiscal quarter of Premier containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that he or she will not sell, transfer or otherwise dispose of his or her interests in, or reduce his or her risk relative to, any of the shares of BancTrust Common Stock or Surviving Corporation Common Stock into which his or her shares of BancTrust Common Stock are converted upon consummation of the merger until such time as the Surviving Corporation notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-merger combined operations of South Alabama and BancTrust. South Alabama agrees that it will publish such results within forty-five (45) days after the end of the first fiscal quarter of the Surviving Corporation containing the required period of post-merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that he or she will not sell, transfer or otherwise dispose of his or her interests in, or reduce his or her risk relative to, any of his or her shares of South Alabama Common Stock or Surviving Corporation Common Stock until such time as the Surviving Corporation notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-merger combined operations of South Alabama and BancTrust. South Alabama has agreed that it will publish such results within forty-five (45) days after the end of the first fiscal quarter of the Surviving Corporation containing the required period of post-merger combined operations and that it will notify the undersigned promptly following such publication. The undersigned understands that, prior to such notification by the Surviving Corporation, stop transfer instructions with respect to shares of Surviving Corporation Common Stock beneficially owned by the undersigned will be given to the Surviving Corporation's Transfer Agent.
Initial Restriction on Disposition. The undersigned agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of Seacoast Common Stock into which his shares of PSHC Common Stock are converted upon consummation of the Merger until such time that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of Seacoast and PSHC. Seacoast agrees that it will publish such results within 45 days after the end of the first fiscal quarter of Seacoast containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that the undersigned will not, except by operation of law, by will or under the laws of descent and distribution, sell, transfer, or otherwise dispose of the undersigned's interests in, or reduce the undersigned's risk relative to, any of the shares of United Stock into which the undersigned's shares of Independent Stock are converted upon consummation of the Merger until such time as United notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of United and Independent. United agrees that it will publish such results within 45 days after the end of the first fiscal quarter of United containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication. Sincerely, [Director or Executive Officer] EXHIBIT D
(1) Independent was duly organized as a corporation, and is existing and in good standing, under the laws of the State of Georgia.
(2) Independent the corporate power to execute and deliver the Agreement and Plan of Reorganization Agreement (the "Reorganization Agreement") and the Agreement and Plan of Merger Agreement (the "Merger Agreement"), to perform its obligations thereunder, to own and use its Assets and to conduct its business.
(3) Independent has duly authorized the execution and delivery of the Reorganization Agreement and the Merger Agreement and all performance by Independent thereunder, and has duly executed and delivered the Reorganization Agreement and the Merger Agreement.
(4) No consent, approval, authorization or other action filed by, or filing with, any governmental authority of the United States or the State of Georgia is required for Independent's execution and delivery of the Reorganization Agreement and the Merger Agreement and consummation of the Transaction, which consent, approval or authorization has not been previously received.
(5) The Reorganization Agreement and the Merger Agreement are enforceable against Independent.
(6) The authorized capital stock of Independent consists of 10,000,000 shares of Common Stock, $1.00 par value per share, of which 2,067,439 shares are issued and outstanding. All of the issued and outstanding capital stock of Independent has been duly authorized and validly issued and are fully paid and non-asses...
Initial Restriction on Disposition. The undersigned agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of Savannah Common Stock into which his shares of Bryan Common Stock are converted upon cxxxxxmation of the Merger until such time as Savannah notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of Savannah and Bryan. Savannah agrees that it will puxxxxx such results within 45 days after the end of the first fiscal quarter of Savannah containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that the undersigned will not sell, transfer, or otherwise dispose of the undersigned's interest in, or reduce the under-signed's risk relative to, any of the shares of UPC Common Stock into which the undersigned's shares of Ambanc Common Stock are converted upon consummation of the Merger until such time as the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of UPC and Ambanc. UPC agrees that it will publish such results within 45 days after the end of the first fiscal quarter of UPC containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.
Initial Restriction on Disposition. The undersigned agrees that the undersigned will not sell, transfer, or otherwise dispose of the undersigned's interests in or reduce the undersigned's risk relative to, any of the shares of NCBC Common Stock into which the undersigned's shares of PBI Common Stock are converted upon consummation of the Merger until such time as the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of NCBC and PBI. NCBC agrees that it will publish such results within 45 days after the end of the first fiscal quarter of NCBC containing the required period of post-Merger combined operations.
