Common use of Manner of Termination Clause in Contracts

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB or by IALB to First Merchants only for the following reasons: (a) By the mutual consent of First Merchants and IALB, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; (b) By First Merchants or IALB, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; (e) By IALB or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 2017; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; (f) By IALB, in accordance with the terms of Section 7.5(b) of this Agreement; (g) By First Merchants, if IALB’s Board of Directors fails to make, withdraws or modifies its recommendation for IALB’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or (h) By First Merchants, (i) if IALB breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB Citizens or by IALB Citizens to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBCitizens, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBCitizens, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; (e) By IALB Citizens or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 20172013; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March January 31, 2018; 2014; (fd) By IALBCitizens, in accordance with the terms of Section 7.5(b) of this Agreement; ; (ge) By First Merchants, if IALB’s Citizens’ Board of Directors fails to make, withdraws or modifies its recommendation for IALB’s Citizens’ shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or ; (hf) By First Merchants, (i) if IALB Citizens’ breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty forty-five (6045) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Citizens does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination; or (g) By either party (provided that the terminating party is not then in material breach of any representation or warranty contained in this Agreement or in material breach of any covenant or other agreement contained in this Agreement) in the event that any of the conditions precedent to the obligations of such party to consummate the Merger cannot be satisfied or fulfilled by the date specified in Section 10.1(d) of this Agreement.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB CNBC or by IALB CNBC to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBCNBC, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBCNBC, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein (subject to the standard set forth in Section 5.01 and Section 6.01), which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach, provided that such breach (whether under (i) or (ii)) would be reasonably likely, individually or in the aggregate with other breaches, to result in a Material Adverse Effect; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to may have a Material Adverse Effect on such party; Effect; (c) by either By CNBC or First Merchants or IALBMerchants, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied shall determine in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of sole discretion that the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable inadvisable or (ii) impracticable by reason of commencement of material litigation or proceedings against any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; parties; (ed) By IALB CNBC or First Merchants, if the transaction contemplated herein has not been consummated by December 31April 30, 2017; 2003 (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further); (e) By First Merchants or CNBC, that if the sole impediment pursuant to closing is the lack of receipt of any necessary regulatory approvals described their respective termination rights set forth in Section 9.4, then such termination date shall be extended to March 31, 2018; 3.04 hereof; (f) By IALBCNBC, in accordance if the appropriate discharge of the fiduciary duties of the Board of Directors of CNBC consistent with the terms of Section 7.5(b) of 7.05 requires that CNBC terminate this Agreement; ; (g) By First Merchants, if IALB’s CNBC's Board of Directors fails to make, withdraws or modifies its recommendation for IALB’s to CNBC's shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or Transaction; (h) By First Merchants, (i) if IALB breaches in CNBC fails to give any material respect its written notice obligations under as required by Section 7.5(c) 7.05 or (ii) if within sixty twenty (6020) days after giving First Merchants written notice pursuant to Section 7.5(c) 7.05 of an Acquisition Proposalits intent to furnish information to or enter into discussions or negotiations with another person or entity, IALB CNBC does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal Transaction and provide First Merchants with written notice of such termination; (i) By either party (provided that the terminating party is not then in material breach of any representation or warranty contained in this Agreement or in material breach of any covenant or other agreement contained in this Agreement) in the event that any of the conditions precedent to the obligations of such party to consummate the Merger cannot be satisfied or fulfilled by the date specified in Section 10.1(d) of this Agreement; or (j) By CNBC, if First Merchants enters into a definitive agreement in which it is the target company or the company to be acquired which would result in a change of control of First Merchants or require approval pursuant to the Bank Holding Company Act of 1956, as amended.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB or by IALB to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALB, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALB, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 2017; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; ; (f) By IALB, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First Merchants, if IALB’s Board of Directors fails to make, withdraws or modifies its recommendation for IALB’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (h) By First Merchants, (i) if IALB breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination. (i) By IALB, if IALB’s Board of Directors so determines by a majority vote of the members of such Board, at any time during the five (5) business day period commencing on the Determination Date if both of the following conditions are satisfied: (i) The FMC Market Value is less than eighty percent (80%) of the Initial FMC Market Value; and (ii) The quotient obtained by dividing the FMC Market Value by the Initial FMC Market Value (“Buyer Ratio”) shall be less than the quotient obtained by dividing the Final Index Price by the Initial Index Price, minus 0.20 (the “Index Ratio”) If IALB elects to exercise its termination right pursuant to this Section 10.1(i), it shall give prompt written notice thereof to First Merchants. During the five (5) business day period commencing with its receipt of such notice, First Merchants shall have the option to increase the Exchange Ratio, at its sole discretion, to (x) the quotient, the numerator of which is equal to the product of the Initial FMC Market Value, the Exchange Ratio (as then in effect) and the Index Ratio, and the denominator of which is equal to the FMC Market Value, or (y) the quotient determined by dividing the Initial FMC Market Value by the FMC Market Value, and multiplying the quotient by the product of the Exchange Ratio (as then in effect) and 0.80. If First Merchants so elects, it shall give, within such five (5) business day period, written notice to IALB of such election and the revised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 10.1(i) and this Agreement shall remain in full force and effect in accordance with its terms, except as the Exchange Ratio shall have been so modified. For purposes of this Section 10.1(i), the following terms shall have the meanings indicated below:

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB Ameriana Bancorp or by IALB Ameriana Bancorp to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBAmeriana Bancorp, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBAmeriana Bancorp, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALBAmeriana Bancorp, in the event of the failure of IALBAmeriana Bancorp’s shareholders to approve the Agreement at the Ameriana Bancorp Shareholder Meeting; provided, however, that IALB Ameriana Bancorp shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants or IALBAmeriana Bancorp, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB Ameriana Bancorp or First Merchants, if the transaction contemplated herein has not been consummated by December January 31, 20172016; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; 2016; (f) By IALBAmeriana Bancorp, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First Merchants, if IALBAmeriana Bancorp’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBAmeriana Bancorp’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (h) By First Merchants, (i) if IALB Ameriana Bancorp breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Ameriana Bancorp does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants F&M to IALB LBI or by IALB LBI to First Merchants F&M only for the following reasons: : (a) By the mutual consent of First Merchants F&M and IALBLBI, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants F&M or IALBLBI, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants F&M or IALBLBI, in the event of the failure of IALBLBI’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB LBI shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants F&M or IALBLBI, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB LBI or First MerchantsF&M, if the transaction contemplated herein has not been consummated by December March 31, 20172019; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; ; (f) By IALBLBI, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First MerchantsF&M, if IALBLBI’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBLBI’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or ; (h) By First MerchantsF&M, (i) if IALB LBI breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants F&M written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB LBI does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants F&M with written notice of such termination; or (i) By F&M if greater than ten percent (10%) of the outstanding shares of LBI Common Stock have become and remain Dissenting Shares as described in Section 4.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB Citizens or by IALB Citizens to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBCitizens, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBCitizens, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; (e) By IALB Citizens or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 20172013; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March January 31, 2018; 2014; (fd) By IALBCitizens, in accordance with the terms of Section 7.5(b) of this Agreement; ; (ge) By First Merchants, if IALB’s Citizens' Board of Directors fails to make, withdraws or modifies its recommendation for IALB’s Citizens' shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or ; (hf) By First Merchants, (i) if IALB Citizens' breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty forty-five (6045) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Citizens does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination; or (g) By either party (provided that the terminating party is not then in material breach of any representation or warranty contained in this Agreement or in material breach of any covenant or other agreement contained in this Agreement) in the event that any of the conditions precedent to the obligations of such party to consummate the Merger cannot be satisfied or fulfilled by the date specified in Section 10.1(d) of this Agreement.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants F&M or F&M Bank to IALB PFSB or by IALB PFSB to First Merchants F&M and F&M Bank only for the following reasons: : (a) By the mutual consent of First Merchants F&M, F&M Bank and IALBPFSB, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants F&M and F&M Bank or IALBby PFSB, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants By F&M, F&M Bank or IALBPFSB, in the event of the failure of IALBPFSB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB PFSB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; 5.1; (d) by either First Merchants By F&M, F&M Bank or IALBPFSB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) Entity required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB PFSB, F&M or First MerchantsF&M Bank, if the transaction contemplated herein has not been consummated by December 31, 20172021; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; ; (f) By IALBPFSB, in accordance with the terms of Section 7.5(b5.5(b) of this Agreement; ; (g) By First MerchantsF&M or F&M Bank, if IALBPFSB’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBPFSB’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or ; (h) By First MerchantsF&M or F&M Bank, (i) if IALB PFSB breaches in any material respect its notice obligations under Section 7.5(c5.5(c) or (ii) if within sixty (60) 60 days after giving First Merchants F&M written notice pursuant to Section 7.5(c5.5(c) of an Acquisition Proposal, IALB PFSB does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants F&M with written notice of such termination; or (i) By F&M and F&M Bank if greater than 10% of the outstanding shares of PFSB Common Stock have become and remain Dissenting Shares as described in Section 1.6.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB C Financial or by IALB C Financial to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBC Financial, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBC Financial, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) 30 days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; (e) By IALB C Financial or First Merchants, if the transaction contemplated herein has not been consummated by December May 31, 20172015; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.49.2, then such termination date shall be extended to March July 31, 2018; 2015; (fd) By IALBC Financial, in accordance with the terms of Section 7.5(b) of this Agreement; ; (ge) By First Merchants, if IALBC Financial’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBC Financial’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (hf) By First Merchants, (i) if IALB C Financial breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty forty-five (6045) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB C Financial does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date Time by written notice delivered by First Merchants to IALB Level One or by IALB Level One to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALB, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; Level One; (b) By First Merchants or IALB, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, Level One in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach breach, if uncured, would result in the failure of any condition set forth in Section 9.2 (if termination is by Level One) or Section 9.3 (if termination is by First Merchants) to be satisfied, and which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breachbreach or, if earlier, five (5) business days prior to the 50 Termination Date; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach breach, if uncured, would result in the failure of any condition set forth in Section 9.2 (if termination is by Level One) or Section 9.3 (if termination is by First Merchants) to be satisfied, and which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breachbreach or, if earlier, five (5) business days prior to the Termination Date; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALBLevel One, in the event of the failure of IALBLevel One’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB Level One shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants or IALBLevel One, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable appealable, (ii) any application, filing or notice for a approval, consent or waiver of a Governmental Entity of has been permanently withdrawn at the request or recommendation of the applicable Governmental Entity, or (iiiii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB Level One or First Merchants, if the transaction contemplated herein has not been consummated by December July 31, 20172022 (the “Termination Date”); provided that the terminating party is not then in material any breach of any representation, warranty, covenant or other agreement contained hereinherein that, if uncured, would result in the failure of any condition set forth in Section 9 to be satisfied; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.49.1(c), then such termination date Termination Date shall be extended to March 31September 30, 2018; 2022; (f) By IALBLevel One, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First Merchants, if IALBLevel One’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBLevel One’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (h) By First Merchants, (i) if IALB Level One breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if if, within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Level One does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB Arlington Bank or by IALB Arlington Bank to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBArlington Bank, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBArlington Bank, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants or IALBArlington Bank, in the event of the failure of IALBArlington Bank’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB Arlington Bank shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants or IALBArlington Bank, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB Arlington Bank or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 2017; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; ; (f) By IALBArlington Bank, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First Merchants, if IALBArlington Bank’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBArlington Bank’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or ; (h) By First Merchants, (i) if IALB Arlington Bank breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Arlington Bank does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.; or (i) By Arlington Bank, if Arlington Bank’s Board of Directors so determines by a majority vote of the members of such Board, at any time during the five (5) business day period commencing on the Determination Date if both of the following conditions are satisfied: (i) the FMC Market Value is less than 80% of the Initial FMC Market Value; and (ii) the quotient obtained by dividing the FMC Market Value by the Initial FMC Market Value (“Buyer Ratio”) shall be less than the quotient obtained by dividing the Final Index Price by the Initial Index Price, minus 0.20 (the “Index Ratio”). If Arlington Bank elects to exercise its termination right pursuant to this Section 10.1(i), it shall give prompt written notice thereof to First Merchants. During the five (5) business day period commencing with its receipt of such notice, First Merchants shall have the option to increase the Exchange Ratio, at its sole discretion, to (x) the quotient, the numerator of which is equal to the product of the Initial FMC Market Value, the Exchange Ratio (as then in effect) and the Index Ratio, and the denominator of which is equal to the FMC Market Value, or (y) the quotient determined by dividing the Initial FMC Market Value by the FMC Market Value, and multiplying the quotient by the product of the Exchange Ratio (as then in effect) and 0.80. If First Merchants so elects, it shall give, within such five (5) business day period, written notice to Arlington Bank of such election and the revised Exchange Ratio, whereupon no termination shall be deemed to have occurred pursuant to this Section 10.1(i) and this Agreement shall remain in full force and effect in accordance with its terms, except as the Exchange Ratio shall have been so modified. For purposes of this Section 10.1(i), the following terms shall have the meanings indicated below:

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB Ameriana Bancorp or by IALB Ameriana Bancorp to First Merchants only for the following reasons: : (a) By the mutual consent of First Merchants and IALBAmeriana Bancorp, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants or IALBAmeriana Bancorp, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by By either First Merchants or IALBAmeriana Bancorp, in the event of the failure of IALBAmeriana Bancorp’s shareholders to approve the Agreement at the Ameriana Bancorp Shareholder Meeting; provided, however, that IALB Ameriana Bancorp shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by By either First Merchants or IALBAmeriana Bancorp, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB Ameriana Bancorp or First Merchants, if the transaction contemplated herein has not been consummated by December January 31, 20172016; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; 2016; (f) By IALBAmeriana Bancorp, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First Merchants, if IALBAmeriana Bancorp’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBAmeriana Bancorp’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (h) By First Merchants, (i) if IALB Ameriana Bancorp breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB Ameriana Bancorp does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants with written notice of such termination.

Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants F&M to IALB OFSI or by IALB OFSI to First Merchants F&M only for the following reasons: : (a) By the mutual consent of First Merchants F&M and IALBOFSI, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; ; (b) By First Merchants F&M or IALBOFSI, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; ; (c) by either First Merchants F&M or IALBOFSI, in the event of the failure of IALBOFSI’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB OFSI shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; ; (d) by either First Merchants F&M or IALBOFSI, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; ; (e) By IALB OFSI or First MerchantsF&M, if the transaction contemplated herein has not been consummated by December July 31, 20172021; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulatory approvals described in Section 9.4, then such termination date shall be extended to March 31, 2018; ; (f) By IALBOFSI, in accordance with the terms of Section 7.5(b) of this Agreement; ; (g) By First MerchantsF&M, if IALBOFSI’s Board of Directors fails to make, withdraws or modifies its recommendation for IALBOFSI’s shareholders to vote in favor of the Merger following receipt of a written proposal for an Acquisition Proposal; or or (h) By First MerchantsF&M, (i) if IALB OFSI breaches in any material respect its notice obligations under Section 7.5(c) or (ii) if within sixty (60) days after giving First Merchants F&M written notice pursuant to Section 7.5(c) of an Acquisition Proposal, IALB OFSI does not terminate all discussions, negotiations and information exchanges related to such Acquisition Proposal and provide First Merchants F&M with written notice of such termination.