Common use of Other Regulatory Approvals Clause in Contracts

Other Regulatory Approvals. Each party hereto shall cooperate and use best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party.

Other Regulatory Approvals. Each party hereto Party shall cooperate and use its reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties Parties further agree to use reasonable best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Law. Each of the parties Parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, documentation and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto Party (which shall not be unreasonably withheld or delayed). Each of the parties Parties shall make use reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence (i) shall not include proposing, negotiating, negotiating or committing to and effectingaffect, by consent decree, agreeing to a hold separate order or otherwise, the sale, divestiture or disposition of such any material assets or businesses of the Purchaser or and its affiliates Affiliates (including their respective Subsidiaries), taken as a whole, but (ii) or may include agreeing to such limitations on its or their conduct or actions actions, other than as described in clause (i) of this sentence or that would have a material impact on the business of the Purchaser and its Affiliates, taken as a whole, as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceedingproceeding required in order to obtain the Seller Required Statutory Approvals or the Purchaser Required Statutory Approvals, which would otherwise have the effect of preventing or delaying the Closing Date beyond the Termination Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyparty as required in order to obtain the Seller Required Statutory Approvals or the Purchaser Required Statutory Approvals.

Other Regulatory Approvals. (i) Each party hereto shall cooperate and use reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedules 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals consummation of the transactions contemplated by this Agreement (it being understood that references in this Agreement to "obtaining" such permits, consents, approvals and authorizations shall mean making all such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of applicable Law). (ii) Subject to Section 5.3(c), the Purchaser Required Statutory Approvals. The parties hereto further agree to use best efforts (iA) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law Law to obtain a Final Order, and (iiB) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Orders. Each of the parties hereto shall (ix) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiy) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayedparties hereto. Subject to Section 5.3(c). Each , each of the parties hereto shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law Law (including the Federal Power Act, as amended, and the FERC's regulations thereunderFPA) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedule 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals and consummation of the Purchaser Required Statutory Approvals transactions contemplated by this Agreement as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party. (iii) Purchaser shall make the commitments reflected on Schedule 5.3(b) in the application to ICC.

Other Regulatory Approvals. Each party hereto shall cooperate and use best efforts to prepare and file as (a) As soon as practicable following the date hereof, the Zijin Entities shall prepare and file, as applicable, all necessary documentation, to effect all necessary applicationsdocuments, notices, registrations, statements, petitions, filings and applications for the ICA Approval, the PRC Approvals and any other documents, Regulatory Approvals and shall use (and shall cause its Affiliates to use best use) commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary make or advisable to obtain the Seller Required Statutory ICA Approval, the PRC Approvals and any other Regulatory Approvals, in each case in a timely manner so as to enable the Purchaser Required Statutory Approvals. The parties further agree Closing to use best efforts (i) occur as soon as reasonable practicable and, in any event, by no later than the Outside Date, including by promptly providing complete responses to take any act, make any undertaking or receive any clearance or approval required information requests made by any Governmental Authority or applicable law and Body in connection with any Regulatory Approval. (iib) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes Without limiting the generality of Section 7.1(b4.6(a)). Each , within ten (10) Business Days after the date of this Agreement or within such other date as the parties may reasonably agree, the Investor shall prepare and file with the responsible Minister a notification under Part III of the Investment Canada Act in respect of the transactions contemplated by this Agreement. (c) Subject to Applicable Laws and except as otherwise provided herein, each of the parties shall cooperate with one another and shall provide such assistance as any other party may reasonably request in connection with obtaining the Regulatory Approvals. In particular: (i) respond as promptly as practicable no party shall extend or consent to any inquiries extension of any applicable waiting or requests received from any Governmental Authority for additional information review period or documentation, and (ii) not enter into any agreement with any a Governmental Authority Body to not to consummate the transactions contemplated by this Agreement, except with upon the prior written consent of the other party hereto (which shall party, such consent not to be unreasonably withheld withheld, conditioned or delayed). Each ; (ii) each party shall provide advance drafts of the parties shall make best efforts all submissions, correspondence, filings, presentations, applications, plans, consent agreements, responses to avoid any information request and other documents to be made or eliminate each and every impediment under any antitrust, competition, submitted to or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by filed with any Governmental Authority with Body in respect to of the transactions contemplated hereby so as by this Agreement, will consider in good faith any suggestions made by the other party and its counsel and will provide the other party and its counsel with final copies of all such submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents; provided, however, that information indicated by any party to enable be subject to solicitor client or other privilege or confidentiality concerns or to be competitively sensitive shall be provided on an external counsel-only basis; (iii) each party will keep the Closing Date to occur as soon as reasonably possible. The steps involved other party and their respective counsel fully apprised of all written (including email) and oral communications and all meetings with any Governmental Body and their staff in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses respect of the Purchaser Regulatory Approvals, and will not participate in such communications or its affiliates (including meetings without giving the other party and their respective Subsidiariescounsel the opportunity to participate therein, except where (A) the Governmental Body expressly requests that the other party should not be present at the meeting or agreeing discussion or part or parts of the meeting or discussion in which case every reasonable effort will be made to allow external legal counsel to participate in any such limitations communications or meetings on its an external counsel-only basis,, or their conduct (B) competitively or actions as commercially sensitive information may be required discussed, in order which case, external legal counsel will be allowed to participate in any such communications or meetings on an external counsel-only basis; and (iv) the Company shall make available its representatives, on the reasonable request of the Investor and their counsel, to assist the Investor in obtaining the Regulatory Approvals, including by (A) providing input, including on any materials prepared for obtaining the Regulatory Approvals, and (B) responding promptly to requests for support, documents, information, comments or input where reasonably requested by the Investor in connection with the Regulatory Approvals. (v) For the avoidance of doubt, Sections 4.6(c)(ii) and 4.6(c)(iii) shall not apply in respect of the PRC Approvals. (d) The parties shall use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on their respective parts to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyRegulatory Approvals.

Other Regulatory Approvals. Each party hereto shall cooperate and use its best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrustincluding, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwisewithout limitation, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Enova Required Statutory Approvals and the Purchaser Pacific Required Statutory Approvals as soon as reasonably possibleApprovals; and (ii) allow the Energy Marketing Joint Venture and, at and after the Effective Time, the Company's subsidiaries, to avoid market and sell electricity and natural gas and related products and services as contemplated by the entry Summary of Terms attached as Exhibit A or, after the execution thereof, the Energy Marketing Joint Venture Agreement (the "ENERGY MARKETING REQUIRED STATUTORY APPROVALS"), such commercially reasonable efforts to include, in the case of Pacific, the filing of a notice of cancellation of any rate schedule or tariffs applicable to sales of electricity by Pacific, or by any affiliate of Pacific, that are subject to the jurisdiction of the FERC under the Power Act, provided that such notice of cancellation shall be filed concurrently with, and the cancellation requested therein shall be subject to the grant of, or the request for approval of the Energy Marketing Required Statutory Approvals. Enova shall have the right to effect review and approve in advance all characterizations of the dissolution ofinformation relating to Enova, any injunctionon the one hand, temporary restraining order or and Pacific shall have the right to review and approve in advance all characterizations of the information relating to Pacific, on the other order hand, in either case, which appear in any suit filing made in connection with the transactions contemplated by this Agreement or proceedingthe Mergers. Enova and Pacific agree that they will consult with each other with respect to the obtaining of all such necessary permits, which would otherwise have consents, approvals and authorizations of Governmental Authorities. Pacific and Enova shall jointly assist the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, Company in its efforts to obtain any claim asserted in necessary approvals from any court by any partyGovernmental Authority.

Other Regulatory Approvals. (i) Each party hereto shall cooperate and use reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedules 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals consummation of the transactions contemplated by this Agreement (it being understood that references in this Agreement to “obtaining” such permits, consents, approvals and authorizations shall mean making all such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of applicable Law). (ii) Subject to Section 5.3(c), the Purchaser Required Statutory Approvals. The parties hereto further agree to use best efforts (iA) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law Law to obtain a Final Order, and (iiB) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Orders. Each of the parties hereto shall (ix) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiy) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayedparties hereto. Subject to Section 5.3(c). Each , each of the parties hereto shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law Law (including the Federal Power Act, as amended, and the FERC's regulations thereunderFPA) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedule 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals and consummation of the Purchaser Required Statutory Approvals transactions contemplated by this Agreement as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party. (iii) Purchaser shall make the commitments reflected on Schedule 5.3(b) in the application to ICC.

Other Regulatory Approvals. (i) Each party hereto shall cooperate and use reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedules 8.1(b) and 8.2(b)) necessary or advisable to obtain for ---------------- ------ the Seller Required Statutory Approvals consummation of the transactions contemplated by this Agreement (it being understood that references in this Agreement to "obtaining" such permits, consents, approvals and authorizations shall mean making all such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of applicable Law). (ii) Subject to Section 5.3(c), the Purchaser Required Statutory Approvals. The parties hereto further agree to use best efforts (iA) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law Law to obtain a Final Order, and (iiB) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Orders. Each of the parties hereto shall (ix) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (iiy) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayedparties hereto. Subject to Section 5.3(c). Each , each of the parties hereto shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law Law (including the Federal Power Act, as amended, and the FERC's regulations thereunderFPA) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Schedule 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals and consummation of the Purchaser Required Statutory Approvals transactions contemplated by this Agreement as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party. (iii) Purchaser shall make the commitments reflected on Schedule 5.3(b) in the application to ICC.

Other Regulatory Approvals. (i) Each party hereto shall cooperate and use reasonable best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use reason- able best efforts to obtain all necessary permits, consents, approvals and authorizations authoriza- tions of all Governmental Authorities (including those listed on Schedules 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals consummation of the transactions contemplated by this Agreement (it being understood that references in this Agreement to “obtaining” such permits, consents, approvals and authori- zations shall mean making all such declarations, filings or registrations; giving such notices; obtaining such authorizations, consents or approvals; and having such waiting periods expire as are necessary to avoid a violation of applicable Law). (ii) Subject to Section 5.3(c), the Purchaser Required Statutory Approvals. The parties hereto further agree to use best efforts (iA) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Gov- ernmental Authority or applicable law Law to obtain a Final Order, and (iiB) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b))Orders. Each of the parties hereto shall (ix) respond as promptly as practicable to any inquiries in- quiries or requests received from any Governmental Authority for additional information in- formation or documentation, and (iiy) not enter into any agreement with any Governmental Gov- ernmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayedparties hereto. Subject to Section 5.3(c). Each , each of the parties hereto shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law Law (including the Federal Power Act, as amended, and the FERC's regulations thereunderFPA) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities (including those listed on Sched- ule 8.1(b) and 8.2(b)) necessary or advisable to obtain for the Seller Required Statutory Approvals and consummation of the Purchaser Required Statutory Approvals transactions contemplated by this Agreement as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining re- straining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any party. (iii) Purchaser shall make the commitments reflected on Schedule 5.3(b) in the application to ICC.

Other Regulatory Approvals. Each (a) In addition to the obligations pursuant to Section 5.3, each party hereto to this Agreement shall cooperate and use best commercially reasonable efforts to file, as promptly as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as reasonably practicable after the date of this Agreement, prepare and file as soon as practicable all necessary documentationany notifications required under the HSR Act and under any other Legal Requirement that is designed to prohibit, to restrict or regulate actions having the purpose or effect all necessary applicationsof monopolization or restraint of trade (collectively, notices, petitions, filings “Antitrust Laws”) and thereafter make any other documents, required submissions under any Antitrust Laws. The Company and to Parent shall use best commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (ia) respond as promptly as reasonably practicable to to: (i) any inquiries or requests received from the U.S. Federal Trade Commission or the U.S. Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, non-U.S. antitrust authority or other Governmental Authority for additional information Body in connection with antitrust or documentationrelated matters; (b) obtain any necessary approvals, and obtain the termination of any waiting periods, under any Antitrust Laws that apply to the Contemplated Transactions. (iib) not enter into Each party to this Agreement shall promptly notify the other party of any agreement oral or written communication it receives from any Governmental Body relating to the matters that are the subject of this Agreement, permit the other party to review in advance any substantive communication proposed to be made by such party to any Governmental Body and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand, and as necessary to address reasonable privilege or confidentiality concerns, or as necessary to comply with contractual arrangements, including any existing confidentiality or non-disclosure agreements. No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority not to consummate the transactions contemplated by this AgreementBody in respect of any such filings, except investigation or other inquiry unless it consults with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed)in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate at such meeting. Each of Subject to the Confidentiality Agreement, the parties shall make best efforts to avoid or eliminate this Agreement will coordinate and cooperate fully with each other in exchanging such information and every impediment providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order Antitrust Law in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyrelevant non-U.S. jurisdiction.

Other Regulatory Approvals. Each party hereto shall cooperate and use its best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrustincluding, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwisewithout limitation, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Enova Required Statutory Approvals and the Purchaser Pacific Required Statutory Approvals as soon as reasonably possibleApprovals; and (ii) allow the Energy Marketing Joint Venture and, at and after the Effective Time, the Company's subsidiaries, to avoid market and sell electricity and natural gas and related products and services as contemplated by the entry Summary of Terms attached as Exhibit A or, after the execution thereof, the Energy Marketing Joint Venture Agreement (the "Energy Marketing Required Statutory Approvals"), such commercially reasonable efforts to include, in the case of Pacific, the filing of a notice of cancellation of any rate schedule or tariffs applicable to sales of electricity by Pacific, or by any affiliate of Pacific, that are subject to the jurisdiction of the FERC under the Power Act, provided that such notice of cancellation shall be filed concurrently with, and the cancellation requested therein shall be subject to the grant of, or the request for approval of the Energy Marketing Required Statutory Approvals. Enova shall have the right to effect review and approve in advance all characterizations of the dissolution ofinformation relating to Enova, any injunctionon the one hand, temporary restraining order or and Pacific shall have the right to review and approve in advance all characterizations of the information relating to Pacific, on the other order hand, in either case, which appear in any suit filing made in connection with the transactions contemplated by this Agreement or proceedingthe Mergers. Enova and Pacific agree that they will consult with each other with respect to the obtaining of all such necessary permits, which would otherwise have consents, approvals and authorizations of Governmental Authorities. Pacific and Enova shall jointly assist the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, Company in its efforts to obtain any claim asserted in necessary approvals from any court by any partyGovernmental Authority.

Other Regulatory Approvals. Each party hereto The Parties shall cooperate and use best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use exercise their respective reasonable best efforts to obtain all any necessary permits, consents, authorizations or approvals under the Communications Act and authorizations of all Governmental Authorities necessary or advisable other applicable Laws related to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory ApprovalsCommunications Authorizations (collectively, “Regulatory Authorizations”). The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties Parties shall (i) respond as promptly as practicable make, and cause their respective Affiliates to make, any inquiries filing or requests notice required to be made under the Communications Act and other applicable Laws related to the Communications Authorizations. The Parties shall use reasonable best efforts to furnish as promptly as reasonably practicable all information required for any application or other filing to be made pursuant to the Communications Act and other applicable Laws related to the Communications Authorizations. Each Party shall promptly notify the other of any substantive communication with, and furnish to the other Party, copies of any notices or written communications received from any Governmental Authority for additional information third party or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as Transactions, and shall permit each other an opportunity to enable review in advance, and shall consider in good faith the Closing Date other Party’s views in connection with, any proposed substantive written communications by either Party to occur as soon as reasonably possibleany Governmental Authority concerning the Transactions. The steps involved in Each Party agrees to provide to the preceding sentence shall include proposingother and its respective counsel, negotiating, committing to and effecting, the extent permitted by consent decree, hold separate order or otherwisethe applicable Governmental Authority, the saleopportunity, divestiture on reasonable advance notice, to participate in any substantive meetings or disposition discussions, either in person or by telephone, between a Party and/or any of such assets their Affiliates, agents or businesses advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions. Any materials exchanged in connection with this Section 8.10 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns of legal counsel of the Purchaser Parties; provided, however, that a Party may, as it deems advisable and necessary, designate any materials provided to the other Party under this Section 8.10 as “outside counsel only.” Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.10 or any other provision of this Agreement shall require or obligate SPAC, the Company or any of its affiliates (including Subsidiaries, or any of their respective Subsidiaries) Affiliates to agree or agreeing to such limitations on its or their conduct or actions as may otherwise be required to, take any action or accept any condition or restriction in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partyRegulatory Authorization.

Other Regulatory Approvals. Each party hereto shall -------------------------- cooperate and use its reasonable best efforts to promptly prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Company Required Statutory Approvals and the Purchaser Parent Required Statutory Approvals prior to the Initial Termination Date (as defined in Section 9.1(c)) (as the same may be extended hereunder); provided, however, that the Company and Parent shall -------- ------- file the Company Required Statutory Approvals and the Parent Required Statutory Approvals, respectively, as promptly as is reasonably practicable after the date hereof, and in no event later than sixty (60) days after the date hereof. Each party hereto shall cooperate and use all commercially reasonable efforts to obtain as promptly as reasonably practicable all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Company Required Statutory Approvals and the Parent Required Statutory Approvals. The parties further agree Each party shall have the right to use best efforts (i) review a reasonable time in advance and to take provide comments on any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law filing made after the date hereof and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders until the Initial Termination Date (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (isame may be extended hereunder) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other party hereto (which shall not be unreasonably withheld or delayed). Each a Subsidiary of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by party with any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwiseMerger, the sale2006 PaPUC Rate Case or the 2006 FERC Rate Case and the party or Subsidiary making such filing shall give reasonable consideration to any changes suggested for such filing. In addition, divestiture the Company shall consult with Parent prior to making any regulatory filing with the PaPUC or disposition of FERC; provided, however, that in connection with any such assets consultation -------- ------- Parent shall not be entitled to direct or businesses manage any decisions or activities of the Purchaser Company. Parent agrees that if actions to maintain the credit ratings of Light Company at current levels appear to be advisable that Parent will endeavor to work with the Company and Parent's members in good faith to procure the agreement of its members to take or its affiliates (including their respective Subsidiaries) or agreeing approve actions to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partymaintain that rating.

Other Regulatory Approvals. Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file as soon as practicable all necessary documentation, (including any material amendments thereto) to effect all necessary applications, notices, petitions, filings and other documents, and to use best all commercially reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Company Required Statutory Approvals and the Purchaser Parent Required Statutory Approvals. The parties further agree Approvals prior to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders the Initial Termination Date (as defined in Section 9.1(c)) (as the same may be extended hereunder); provided, however, that the Company and for purposes the Parent shall file the Company Required Statutory Approvals and the Parent Required Statutory Approvals, respectively, as promptly as is reasonably practicable after the date hereof, taking into account the efforts of the Company and the Representatives in accordance with Section 7.1(b)7.9(a). Each of The Parent and the parties Company shall (i) respond file as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) not enter into any agreement with any Governmental Authority not to consummate a joint voluntary notice in respect of the transactions contemplated hereby under Section 721 of the Defense Production Act of 1950 as amended by this AgreementSection 5021 of the Omnibus Trade and Competitiveness Act of 1988, except with and as amended by The Foreign Investment National Security Act of 2007 ("Exon-Xxxxxx"). Each party hereto shall cooperate and use all commercially reasonable efforts to obtain as promptly as reasonably practicable all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the prior consent of Company Required Statutory Approvals and the Parent Required Statutory Approvals and under Exon-Xxxxxx. Each party shall have the right to review a reasonable time in advance and to provide comments on any filing (including any material amendments thereto) made after the date hereof and until the Initial Termination Date (as the same may be extended hereunder) by the other party hereto (which shall not be unreasonably withheld or delayed). Each a Subsidiary of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competition, or trade or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) that may be asserted by party with any Governmental Authority with respect to the transactions contemplated hereby so as Merger or the 2007 WUTC Rate Case and the party or Subsidiary making such filing shall give reasonable consideration to enable any changes suggested for such filing. In addition, the Closing Date Company shall consult with the Parent prior to occur as soon making any regulatory filing (including any material amendments thereto) with the WUTC or FERC, except for routine filings made in the ordinary course of business consistent with past practice, provided that a general rate case will not be considered a routine filing for purposes of this Section 7.3(b), and provided that the Company will consult with the Parent regarding specific routine filings as reasonably possiblerequested by the Parent, and to keep the Parent reasonably informed about material developments and requests from the WUTC or FERC with respect to such filings; provided, however, that in connection with any such consultation the Parent shall not be entitled to direct or manage any decisions or activities of the Company. The steps involved in Parent agrees that if actions to maintain the preceding sentence shall include proposing, negotiating, committing credit ratings of Puget Sound Energy at current levels appear to and effecting, by consent decree, hold separate order or otherwise, be advisable that the sale, divestiture or disposition of such assets or businesses of Parent will endeavor to work with the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals Company and the Purchaser Required Statutory Approvals as soon as reasonably possible, Parent's members in good faith to avoid procure the entry of, agreement of its members to take or approve commercially reasonable actions to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing Date, and defending through litigation on the merits, including appeals, any claim asserted in any court by any partymaintain that rating.

Other Regulatory Approvals. Each party hereto shall cooperate (a) The Purchaser and use best efforts to prepare and file as soon as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best efforts to obtain all necessary permits, consents, approvals and authorizations of all Governmental Authorities necessary or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as use commercially reasonable efforts to make all filings required, if any, of each of them or any of their respective Affiliates under the HSR Act or other Antitrust Laws with respect to the Contemplated Transactions within five (5) Business Days after the date hereof (but in no event, shall such filings be made later than ten (10) Business Days after the date hereof regardless of the extent of the efforts of Purchaser or Seller), (ii) use commercially reasonable efforts to comply at the earliest practicable to date with any inquiries request under the HSR Act or requests received from any Governmental Authority other Antitrust Laws for additional information information, documents, or documentationother materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC”), the U.S. Department of Justice Antitrust Division (“Antitrust Division”) or any other Governmental Body in respect of such filings or transaction, and (iiiii) not enter into any agreement use commercially reasonable efforts to cooperate with each other in connection with any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority not Body under any Antitrust Laws with respect to consummate any filing or the transactions contemplated by this Agreement, except Contemplated Transactions. Purchaser shall be exclusively responsible for all filing fees in connection with the prior consent filings to be made under the HSR Act or other Antitrust Laws. Each such party shall use commercially reasonable efforts to furnish to the other parties hereto all information required for any application or other filing to be made pursuant to any applicable Law in connection with the consummation of the other party hereto Contemplated Transactions. (which shall not be unreasonably withheld or delayed). b) Each of the parties Purchaser and the Seller shall make best use commercially reasonable efforts to avoid or eliminate each and every impediment under any antitrustresolve such objections, competition, or trade or energy regulation law (including the Federal Power Actif any, as amended, and the FERC's regulations thereunder) that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable Transaction under the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwiseHSR Act, the saleXxxxxxx Act, divestiture as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or disposition state or foreign Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of such assets monopolization or businesses restraint of trade (collectively, the “Antitrust Laws”). Each of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing and the Sellers shall use commercially reasonable efforts to take such limitations on its or their conduct or actions action as may be required in order to obtain cause the Seller Required Statutory Approvals and expiration of the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid notice periods under the entry of, or to effect the dissolution of, any injunction, temporary restraining order HSR Act or other order in any suit or proceeding, which would otherwise have Antitrust Laws with respect to the effect Contemplated Transaction as promptly as possible after the execution of preventing or delaying the Closing Date, and defending through litigation on the meritsthis Agreement, including appealswithout limitation requesting early termination of the waiting period under the HSR Act. Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 9.2 shall limit a party's right to terminate this Agreement pursuant to Article 12, so long as such party has up to the time of termination complied in all material respects with its obligations under this Section 9.2; and (ii) no party shall be required to hold separate (including by trust or otherwise) or divest any claim asserted in any court by any partyof their respective businesses or assets.

Other Regulatory Approvals. Each party hereto shall cooperate In connection with its anticipated merger into Tri Counties Bank, First National Bank is required to provide a notice to its primary federal regulator, the OCC. First National Bank has provided that notice to the OCC. Neither TriCo nor FNBB is aware of any other regulatory approvals that would be required for completion of the merger except as described above. Should any other approvals be required, it is presently contemplated that such approvals would be sought. There can be no assurance, however, that any other approvals, if required, will be obtained. TriCo has filed all required applications and notices with the FDIC, CDBO, the Federal Reserve and the OCC. The CDBO has approved TriCo’s application. The applications filed with the FDIC and Federal Reserve are pending. There can be no assurance that all requisite approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions, restrictions or requirements (other than conditions or requirements related to remedial actions) which, individually or in the aggregate, would so materially reduce the economic benefits of the transactions contemplated by the merger agreement to TriCo that had such condition, restriction or requirement been known or could reasonably have been known, TriCo, in its reasonable, good faith judgment, would not have entered into the merger agreement. If any such condition or requirement is imposed, TriCo, in its reasonable discretion, may elect not to consummate the merger. See “—Conditions to the Merger” beginning on page 74. The approval of any application or notice merely implies satisfaction of regulatory criteria for approval, and does not include review of the merger from the standpoint of the adequacy of the merger consideration to be received by, or fairness to, FNBB shareholders. Regulatory approval does not constitute an endorsement or recommendation of the proposed merger. The merger agreement contains certain covenants of the parties regarding the conduct of their respective businesses pending consummation of the merger. These covenants, which are contained in Article IV of the merger agreement included as Appendix A to this joint proxy statement/prospectus, are briefly described below. Pending consummation of the merger, FNBB may not, and will cause each of its subsidiaries not to, among other things, take the following actions without the prior written consent of TriCo, except as expressly contemplated or permitted by the merger agreement: • conduct its business other than in the ordinary and usual course consistent with past practice or fail to use commercially reasonable best efforts to prepare preserve its business organization, keep available the present services of its employees (except in the case of terminations of employees for cause) and file preserve for itself and TriCo the goodwill of the customers of FNBB, its subsidiaries and others with whom business relations exist; • except for the issuances of shares of FNBB common stock pursuant to previously issued FNBB options, issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or rights to acquire stock, or permit any additional shares of stock to become subject to grants of employee or director stock options or other rights; • except for FNBB regular quarterly cash dividends equal to $0.13 per share, with record and payment dates consistent with past practice, make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares on its capital stock, or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire any shares of its capital stock; • enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreement or arrangement with any director or senior officer of FNBB or its subsidiaries, grant any salary or wage increase or increase any employee benefit, except for changes that are required by applicable law or as soon previously disclosed to TriCo, provided that the FNBB’s board of directors may, after conferring with TriCo, establish a discretionary bonus and retention pool providing for bonus and retention payments of up to $2,543,000; • hire any person as practicable all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to use best efforts to obtain all necessary permits, consents, approvals and authorizations an employee of all Governmental Authorities necessary FNBB or advisable to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals. The parties further agree to use best efforts any of its subsidiaries or promote any employee except (i) to take any act, make any undertaking or receive any clearance or approval required by any Governmental Authority or applicable law and (ii) to satisfy any conditions imposed by any Governmental Authority in all Final Orders (contractual obligations existing as defined in and for purposes of Section 7.1(b)). Each of the parties shall (i) respond as promptly as practicable date of the merger agreement and previously disclosed to any inquiries or requests received from any Governmental Authority for additional information or documentationTriCo, and (ii) persons hired to fill a vacancy existing as of the date of the merger agreement and previously disclosed to TriCo or (iii) vacancies arising after the date of the merger agreement, provided that the person’s employment is terminable at the will of FNBB or a subsidiary of FNBB, the person has the a salary or wage and target cash bonus opportunity not greater than that of the employee who previously held such position or and the person is not subject to or eligible for any severance or similar benefits or payments that would become payable as a result of the merger or its consummation; • enter into, establish, adopt, amend, or terminate or make any contributions to (except (i) as may be required by applicable law or (ii) as required under the terms of a contract, plan, arrangement or agreement existing as of the date of the merger agreement and previously disclosed to TriCo) any employee benefit plan with respect to any current or former director, officer, or employee of FNBB or any of its subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder, except that FNBB may accelerate the vesting and exercisability of FNBB options with respect to employees, directors and other service providers not being retained by TriCo or its subsidiaries; • sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its material assets, deposits, business or properties, except for sales, transfers and dispositions in the ordinary course of business, consistent with past practices and not material to FNBB and its subsidiaries taken as a whole; • acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice), including without limitation, by merger or consolidation or by investment in a partnership or joint venture, all or any portion of the assets, business, securities, deposits or properties of any other entity; • make any capital expenditures, other than capital expenditures in the ordinary course of business consistent with past practice not exceeding $50,000 individually or $100,000 in the aggregate; • amend the FNBB articles of incorporation or bylaws or the articles of incorporation or bylaws of any subsidiary of FNBB; • implement or adopt any change in its accounting principles, practices or methods other than as may be required by changes in laws or regulations or GAAP; • except as otherwise permitted under the merger agreement, enter into, cancel, fail to renew, terminate, amend, or modify any material contract or amend or modify in any material respect any of its existing material contracts; • enter into any settlement or similar agreement with respect to any Governmental Authority not claims if the settlement, agreement, or action involves payment by FNBB or any of its subsidiaries of an amount that exceeds $50,000 and/or would impose any material restriction on the business of FNBB or any of its subsidiaries or create precedent for claims that reasonably are likely to consummate the transactions contemplated by this Agreementbe material to FNBB or any of its subsidiaries; • enter into any new material line of business; introduce any material new products or services; change its material banking and operating policies, except with the prior consent of the other party hereto (which shall not be unreasonably withheld as required by applicable law, regulation or delayed). Each of the parties shall make best efforts to avoid or eliminate each and every impediment under any antitrust, competitionpolicy, or trade the manner in which its investment securities or energy regulation law (including the Federal Power Act, as amended, and the FERC's regulations thereunder) loan portfolio is classified or reported; or invest in any mortgage-backed or mortgage-related security that may would be asserted by risk-weighted over 100%; or file any Governmental Authority application or enter into any contract with respect to the transactions contemplated hereby so as to enable the Closing Date to occur as soon as reasonably possible. The steps involved in the preceding sentence shall include proposingopening, negotiating, committing to and effecting, by consent decree, hold separate order relocation or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its affiliates (including their respective Subsidiaries) or agreeing to such limitations on its or their conduct or actions as may be required in order to obtain the Seller Required Statutory Approvals and the Purchaser Required Statutory Approvals as soon as reasonably possible, to avoid the entry closing of, or to effect the dissolution ofopen, relocate or close, any injunctionbranch, temporary restraining order office, service center or other order facility; • introduce any material marketing campaigns or any material sales compensation or incentive programs or arrangements (except if the material terms have been fully disclosed in writing to TriCo prior to the date of the merger agreement); • except as previously disclosed to TriCo, enter into any suit derivatives contract; • incur any indebtedness for borrowed money (other than certain short-term borrowings) or proceedingassume, which would guarantee, endorse or otherwise have as an accommodation become responsible for the effect obligations of preventing any other person, other than with respect to the collection of checks and other negotiable instruments in the ordinary course of business consistent with past practice; • except as previously disclosed to TriCo, acquire (other than by way of foreclosures or delaying acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the Closing Date, and defending through litigation on the merits, including appeals, ordinary course of business consistent with past practice) any claim asserted in debt security or equity investment or dispose of any court by any party.debt security or equity investment;