Common use of Prohibited Negotiations Clause in Contracts

Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directors, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer conducted heretofore with respect to any of the foregoing. (ii) In the event that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof, or if Acquired Corporation receives an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation covenants and agrees that it shall pay to Buyer upon demand an amount equal to $2,100,000 by wire transfer of same-day funds to compensate Buyer for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s management time devoted to negotiation and preparation for the Merger and Buyer’s loss as a result of the Merger not being consummated. Upon receipt of such payment, this Agreement shall terminate, have no further force or effect and all obligations of Buyer and Acquired Corporation to the other shall be deemed released and discharged, except as provided in Article 11.

Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “"Representatives”") retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s 's Board of Directors as advised by counsel to such Board of Directors, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties legal obligations as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer BancGroup orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer BancGroup conducted heretofore with respect to any of the foregoing. (ii) In the event that If Acquired Corporation (A) enters into a letter of intent, agreement in principle intent or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer BancGroup or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), or (B) if Acquired Corporation receives or is the subject of an Acquisition Proposal from a third party (other than Buyer and BancGroup or its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(bArticle 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), and within twelve (12) months after termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to Section 13(dparagraphs (b), (c) or (d) of section 13.2 hereof, and the Merger ) an Acquisition Proposal is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13)consummated with such third party, Acquired Corporation covenants and agrees that it shall pay to Buyer BancGroup upon written demand at any time (Y) after Acquired Corporation enters into an amount equal agreement which is legally binding on Acquired Corporation regarding an Acquisition Proposal or (Z) at any time on or after the date of consummation of such Acquisition Proposal, which ever is the first to occur, the principal sum of $2,100,000 by wire transfer of same-day funds to 2,500,000. Such payment shall compensate Buyer BancGroup for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s BancGroup's management time devoted to negotiation and preparation for the Merger and Buyer’s BancGroup's loss as a result of the Merger not being consummated. Upon receipt The Parties acknowledge and agree that it would be impracticable or extremely difficult to fix the actual damages resulting from the foregoing events and, therefore, the Parties have agreed upon the foregoing payment as liquidated damages which shall not be deemed to be in the nature of such paymenta penalty. Other than the payment provided for in this section 6.2(c)(ii) and any Liability for expenses as set forth in Section 15.10 hereof, this Agreement there shall terminate, have be no further force other Liability or effect and all obligations obligation on the part of Buyer and any Acquired Corporation to Company or their respective directors or officers resulting from any of the other shall be deemed released and discharged, except as provided events described in Article 11this section 6.2(c)(ii).

Prohibited Negotiations. (i) Except with respect to this ----------------------- Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “"Representatives”") retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s 's Board of Directors as advised by counsel to such Board of Directors, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties legal obligations as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer BancGroup orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer BancGroup conducted heretofore with respect to any of the foregoing. (ii) In the event that If Acquired Corporation (A) willfully breaches this Agreement and the Merger is not consummated, (B) enters into a letter of intent, agreement in principle intent or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer BancGroup or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), or (C) if Acquired Corporation receives or is the subject of an Acquisition Proposal from a third party (other than Buyer and BancGroup or its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(bArticle 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), and within eighteen (18) months after termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to Section 13(dparagraphs (b), (c) or (d) of section 13.2 hereof, and the Merger ) an Acquisition Proposal is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13)consummated with such third party, Acquired Corporation covenants and agrees that it shall pay to Buyer BancGroup upon written demand at any time (Y) after Acquired Corporation enters into an amount equal agreement which is legally binding on Acquired Corporation regarding an Acquisition Proposal or (Z) at any time on or after the date of consummation of such Acquisition Proposal, which ever is the first to occur, the principal sum of $2,100,000 by wire transfer of same-day funds to 10,000,000. Such payment shall compensate Buyer BancGroup for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s BancGroup's management time devoted to negotiation and preparation for the Merger and Buyer’s BancGroup's loss as a result of the Merger not being consummated. Upon receipt The Parties acknowledge and agree that it would be impracticable or extremely difficult to fix the actual damages resulting from the foregoing events and, therefore, the Parties have agreed upon the foregoing payment as liquidated damages which shall not be deemed to be in the nature of such paymenta penalty. Other than the payment provided for in this section 6.2(c)(ii) and any Liability for expenses as set forth in Section 15.10 hereof, this Agreement there shall terminate, have be no further force other Liability or effect and all obligations obligation on the part of Buyer and any Acquired Corporation to Company or their respective directors or officers resulting from any of the other shall be deemed released and discharged, except as provided events described in Article 11this section 6.2(c)(ii).

Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no neither Seller nor any Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “Representatives”) retained by Seller or an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired CorporationSeller’s Board of Directors as advised by counsel to such Board of Directors, no neither Seller nor any Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation Seller may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties legal obligations as advised in writing by counsel to such Board of Directors. Acquired Corporation Seller and/or Union shall promptly notify Buyer BancGroup orally and in writing in the event that Seller or any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board Proposal. Seller and Table of directors of Contents each Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation Company shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer BancGroup conducted heretofore with respect to any of the foregoing. (ii) In If Seller or Union (A) willfully breaches this Agreement and the event that Acquired Corporation transactions contemplated by this Agreement are not consummated, (B) enters into a letter of intent, agreement in principle intent or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer BancGroup or any of its Subsidiaries) prior to the earlier of (i) the Effective Closing Date or (ii) the termination of this Agreement pursuant to Article 13 XI hereof, or if Acquired Corporation (C) receives or is the subject of an Acquisition Proposal from a third party (other than Buyer and BancGroup or its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b)Article XI hereof, and within eighteen (18) months after termination of this Agreement pursuant to Article XI hereof (other than a termination pursuant to paragraph (a) or d of section 11.2 hereof or by Seller pursuant to paragraphs (b) or (c) or (dof section 11.2 hereof) or by Acquired Corporation pursuant to Section 13(d) hereofan Acquisition Proposal is consummated with such third party, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation Seller covenants and agrees that it shall pay to Buyer upon demand an amount equal BancGroup on the date of consummation of such Acquisition Proposal or 270 days after entering into such letter of intent, definitive agreement or being subject to such Acquisition Proposal, which ever is the first to occur, the principal sum of $2,100,000 by wire transfer of same-day funds to 10,000,000 in immediately available funds. Such payment shall compensate Buyer BancGroup for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including BuyerBancGroup’s management time devoted to negotiation and preparation for the Merger acquisition of Union and BuyerBancGroup’s loss as a result of the Merger such transactions not being consummated. Upon receipt The Parties acknowledge and agree that it would be impracticable or extremely difficult to fix the actual damages resulting from the foregoing events and, therefore, the Parties have agreed upon the foregoing payment as liquidated damages which shall not be deemed to be in the nature of such paymenta penalty. Other than the payment provided for in this section 4.2(c)(ii) and any Liability for expenses as set forth in Section 13.10 hereof, this Agreement there shall terminate, have be no further force other Liability or effect and all obligations obligation on the part of Buyer and any Acquired Corporation to Company or their respective directors or officers resulting from any of the other shall be deemed released and discharged, except as provided events described in Article 11this Section 4.2(c)(ii).

Prohibited Negotiations. (ia) Except with respect to From the date hereof until the earlier of the Effective Date or the termination of this Agreement and the transactions contemplated herebyAgreement, no Acquired Corporation Company neither Seller nor any affiliate thereof of its Subsidiaries or affiliates, nor any of the officers and directors of it or its Subsidiaries or affiliates shall, and it shall cause its and its subs’ and affiliates’ employees, agents and representatives (including any investment banker, attorneyattorney or accountant retained by it or any of its subs) not to, accountantdirectly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of, (ii) have any discussion with or provide any confidential information or data to any person relating to, or other representative engage in any negotiations concerning, or knowingly facilitate any effort or attempt to make or implement an, (collectivelyiii) approve or recommend, “Representatives”or propose publicly to approve or recommend, any or (iv) retained by an Acquired Corporation Company shall directly approve or indirectly solicit any Acquisition Proposal by any Person. Except recommend, or propose to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directorsapprove or recommend, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, execute or enter into any Contract with respect toletter of intent, any Acquisition Proposalagreement in principle, and each Acquired Corporation Company shall direct and use its reasonable efforts merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to cause all of its Representatives not to engage in do any of the foregoingforegoing related to any, but Acquired Corporation may communicate information about such an Acquisition Proposal to (as hereafter defined). (b) Seller will, and will cause its shareholders if officers, directors and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal andrepresentatives to, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations existing as of the date hereof with any Persons other than Buyer parties conducted heretofore with respect to any Acquisition Proposal, informing them that the board of directors no longer seeks the foregoingmaking of any Acquisition Proposals. (c) Seller will use its best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section. (d) Notwithstanding the foregoing provisions above, if any person after the date hereof submits to Seller’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and Seller’s Board reasonably determines in good faith, after receipt of advice from outside legal counsel, that the failure to engage in discussions with such person concerning such Acquisition Proposal would likely cause the board of directors to breach its fiduciary duties, and after consultation with a recognized financial advisor, then, in such case, (i) Seller may (A) furnish information about it to such person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such person, provided that Seller must contemporaneously furnish to First Guaranty all such information furnished to such person (if not previously provided to First Guaranty) and (B) negotiate and participate in discussions and negotiations with such person; and (ii) In if the event board of directors determines that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding such an Acquisition Proposal with any third party is a Superior Proposal (other than Buyer or any of its Subsidiaries) prior defined below), it may (subject to the earlier provisions of this Section) withdraw or adversely modify its approval or recommendation of the Mergers and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five Business Days after First Guaranty’s receipt of written notice (a “Notice of Superior Proposal”) advising it that Seller’s board of directors has received a Superior Proposal, identifying the Effective Date or person submitting it, specifying its material terms and conditions and enclosing a copy of the Acquisition Proposal, and (ii) subject to First Guaranty’s Right of First Refusal (“RFR,” defined below). If First Guaranty does not exercise the termination of this Agreement pursuant to Article 13 hereof, or if Acquired Corporation receives an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation covenants and agrees that it shall pay to Buyer upon demand an amount equal to $2,100,000 by wire transfer of same-day funds to compensate Buyer for its direct and indirect costs and expenses (and not as a penalty) RFR in connection accordance with the transactions contemplated by terms of this Agreement, including Buyer’s management time devoted to negotiation and preparation for the Merger and Buyer’s loss as Seller shall provide First Guaranty with a result final written notice of the Merger not being consummated. Upon receipt of such payment, this Agreement shall terminate, have no further force or effect and all obligations of Buyer and Acquired Corporation to the other shall be deemed released and discharged, except as provided in Article 11acceptance before accepting any Superior Proposal.

Prohibited Negotiations. (ia) Except with respect to Seller agrees that, from the date of this Agreement and until the transactions contemplated herebyearlier of the Effective Date or the termination of this Agreement, no Acquired Corporation Company neither it nor any affiliate thereof of its subsidiaries or affiliates, nor any of the officers and directors of it or its subsidiaries or affiliates shall, and that it shall cause its and its subsidiaries' and affiliates' employees, agents and representatives (including any investment banker, attorneyattorney or accountant retained by it or any of its subsidiaries) not to, accountantdirectly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or other representative engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (collectivelyiii) approve or recommend, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit propose publicly to approve or recommend, any Acquisition Proposal by any Person. Except or (iv) approve or recommend, or propose to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directorsapprove or recommend, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, execute or enter into any Contract with respect toletter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Seller agrees that it will, and each Acquired Corporation Company shall direct will cause its officers, directors and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoingrepresentatives to, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations existing as of the date of this Agreement with any Persons other than Buyer parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the foregoingmaking of any Acquisition Proposals. (c) Seller agrees that it will use its best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section. (d) Notwithstanding the foregoing provisions above, if any person after the date of this Agreement submits to Seller's Board of Directors an unsolicited, bona fide, written Acquisition Proposal, and Seller's Board of Directors reasonably determines in good faith, after receipt of advice from outside legal counsel, that the failure to engage in discussions with such person concerning such Acquisition Proposal would likely cause the Board of Directors to breach its fiduciary duties to Seller and its shareholders, and after consultation with a nationally recognized financial advisor, then, in such case, (i) Seller may (A) furnish information about its business to such person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such person, provided that Seller must contemporaneously furnish to MidSouth all such non- public information furnished to such person and (B) negotiate and participate in discussions and negotiations with such person; and (ii) In if the event Board of Directors determines that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding such an Acquisition Proposal with any third party is a Superior Proposal (other than Buyer or any defined below), the Board of its Subsidiaries) prior Directors may (subject to the earlier provisions of this Section ) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five Business Days following MidSouth's receipt of written notice (a "Notice of Superior Proposal") advising it that Seller's Board of Directors has received a Superior Proposal, identifying the Effective Date or person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal and enclosing a copy of the Acquisition Proposal, and (ii) subject to MidSouth's Right of First Refusal (defined below). If MidSouth elects not to exercise the termination Right of First Refusal, Seller shall provide MidSouth with a final written notice of acceptance before accepting any Superior Proposal. For purposes of this Agreement pursuant Agreement, "Superior Proposal" means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash (not subject to Article 13 hereofa financing contingency) and/or securities, or if Acquired Corporation receives and otherwise on terms which Seller's Board of Directors determines (based on the written advice of a financial advisor of nationally recognized reputation) are more favorable to Seller's shareholders (in their capacities as shareholders) from a financial point of view than the Merger after giving effect to Seller's Right of First Refusal. For the purposes of this Section, an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation covenants and agrees that it shall pay to Buyer upon demand an amount equal to $2,100,000 by wire transfer of same-day funds to compensate Buyer for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s management time devoted to negotiation and preparation for the Merger and Buyer’s loss as a result of the Merger not being consummated. Upon receipt of such payment, this Agreement shall terminate, have no further force or effect and all obligations of Buyer and Acquired Corporation to the other shall be deemed released and discharged, except as provided in Article 11"bona fide" if the Board of Directors of Seller reasonably determines that the person submitting such Acquisition Proposal is reasonably certain to consummate such Acquisition Proposal on the terms proposed.

Prohibited Negotiations. (i) Except with respect to this Agreement and the transactions contemplated hereby, no Acquired Corporation Company nor any affiliate thereof nor any investment banker, attorney, accountant, or other representative (collectively, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directors, after consultation with counsel, determines in good faith it necessary to comply with its fiduciary duties, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, and each Acquired Corporation Company shall direct and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoing, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent extent, after consultation with counsel, that it determines in good faith that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directorslegal obligations. Acquired Corporation shall promptly notify Buyer BancGroup orally and in writing in the event that any Acquired Corporation Company receives after the date hereof any written inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Buyer BancGroup conducted heretofore with respect to any of the foregoing. (ii) In the event that If Acquired Corporation (A) willfully breaches this Agreement and the Merger is not consummated, (B) enters into a letter of intent, agreement in principle intent or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer BancGroup or any of its Subsidiaries) prior to the earlier of (i) the Effective Date Time or (ii) the termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), or (C) if Acquired Corporation receives or is the subject of an Acquisition Proposal from a third party (other than Buyer and BancGroup or its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(bArticle 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to paragraphs (b), (c) or (d) of section 13.2 hereof), and within twelve (12) months after termination of this Agreement pursuant to Article 13 hereof (other than a termination pursuant to paragraph (a) of section 13.2 hereof or by Acquired Corporation pursuant to Section 13(dparagraphs (b), (c) or (d) of section 13.2 hereof, and the Merger ) an Acquisition Proposal is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13)consummated with such third party, Acquired Corporation covenants and agrees that it shall pay to Buyer BancGroup upon written demand at any time (Y) after Acquired Corporation enters into an amount equal agreement which is legally binding on Acquired Corporation regarding an Acquisition Proposal or (Z) at any time on or after the date of consummation of such Acquisition Proposal, which ever is the first to occur, the principal sum of $2,100,000 by wire transfer of same-day funds to 12,500,000. Such payment shall compensate Buyer BancGroup for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s BancGroup's management time devoted to negotiation and preparation for the Merger and Buyer’s BancGroup's loss as a result of the Merger not being consummated. Upon receipt The Parties acknowledge and agree that it would be impracticable or extremely difficult to fix the actual damages resulting from the foregoing events and, therefore, the Parties have agreed upon the foregoing payment as liquidated damages which shall not be deemed to be in the nature of such paymenta penalty. Other than the payment provided for in this section 6.2(c)(ii) and any Liability for expenses as set forth in Section 15.10 hereof, this Agreement there shall terminate, have be no further force other Liability or effect and all obligations obligation on the part of Buyer and any Acquired Corporation to Company or their respective directors or officers resulting from any of the other shall be deemed released and discharged, except as provided events described in Article 11this section 6.2(c)(ii).

Prohibited Negotiations. (ia) Except with respect to Seller agrees that, from the date of this Agreement and until the transactions contemplated herebyearlier of the Effective Date or the termination of this Agreement, no Acquired Corporation Company neither it nor any affiliate thereof of its subsidiaries or affiliates, nor any of the officers and directors of it or its subsidiaries or affiliates shall, and that it shall cause its and its subsidiaries’ and affiliates’ employees, agents and representatives (including any investment banker, attorneyattorney or accountant retained by it or any of its subsidiaries) not to, accountantdirectly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or other representative engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (collectivelyiii) approve or recommend, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit propose publicly to approve or recommend, any Acquisition Proposal by any Person. Except or (iv) approve or recommend, or propose to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directorsapprove or recommend, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, execute or enter into any Contract with respect toletter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Seller agrees that it will, and each Acquired Corporation Company shall direct will cause its officers, directors and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoingrepresentatives to, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations existing as of the date of this Agreement with any Persons other than Buyer parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) Seller agrees that it will use its best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section. (d) Notwithstanding the foregoing provisions above, if any person after the date of this Agreement submits to Seller’s Board of Directors an unsolicited, bona fide, written Acquisition Proposal, and Seller’s Board of Directors reasonably determines in good faith, after receipt of advice from outside legal counsel, that the failure to engage in discussions with such person concerning such Acquisition Proposal would likely cause the Board of Directors to breach its fiduciary duties to Seller and its shareholders, and after consultation with a nationally recognized financial advisor, then, in such case, (i) Seller may (A) furnish information about its business to such person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such person, provided that Seller must contemporaneously furnish to MidSouth all such non-public information furnished to such person and (B) negotiate and participate in discussions and negotiations with such person; and (ii) if the Board of Directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), the Board of Directors may (subject to the provisions of this Section ) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five Business Days following MidSouth’s receipt of written notice (a “Notice of Superior Proposal”) advising it that Seller’s Board of Directors has received a Superior Proposal, identifying the person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal and enclosing a copy of the Acquisition Proposal, and (ii) subject to MidSouth’s Right of First Refusal (defined below). If MidSouth elects not to exercise the Right of First Refusal, Seller shall provide MidSouth with a final written notice of acceptance before accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash (not subject to a financing contingency) and/or securities, and otherwise on terms which Seller’s Board of Directors determines (based on the written advice of a financial advisor of nationally recognized reputation) are more favorable to Seller’s shareholders (in their capacities as shareholders) from a financial point of view than the Merger after giving effect to Seller’s Right of First Refusal. For the purposes of this Section, an Acquisition Proposal shall be “bona fide” if the Board of Directors of Seller reasonably determines that the person submitting such Acquisition Proposal is reasonably certain to consummate such Acquisition Proposal on the terms proposed. (e) MidSouth shall have the right for five Business Days after receipt of Notice of Superior Proposal to submit an Acquisition Proposal on terms not less favorable to Seller than the terms of the Superior Proposal, which right of MidSouth shall be paramount to the rights of the person submitting the Superior Proposal (“Right of First Refusal”). If MidSouth fails to exercise such Right of First Refusal within the time herein specified, Seller Bank shall be at liberty to accept the Superior Proposal. (f) As used herein the term “Acquisition Proposal” means any proposal or offer with respect to any of the following (other than the transactions contemplated hereunder) involving Seller or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of its consolidated assets in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 20% or more of the outstanding shares of its capital stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement to engage in any of the foregoing. (ii) In the event that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof, or if Acquired Corporation receives an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation covenants and agrees that it shall pay to Buyer upon demand an amount equal to $2,100,000 by wire transfer of same-day funds to compensate Buyer for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s management time devoted to negotiation and preparation for the Merger and Buyer’s loss as a result of the Merger not being consummated. Upon receipt of such payment, this Agreement shall terminate, have no further force or effect and all obligations of Buyer and Acquired Corporation to the other shall be deemed released and discharged, except as provided in Article 11.

Prohibited Negotiations. (ia) Except with respect to AHB agrees that, from the date of this Agreement and until the transactions contemplated herebyearlier of the Effective Time or the termination of this Agreement, no Acquired Corporation Company neither it nor any affiliate thereof of its subsidiaries or affiliates, nor any of the officers and directors of it or its subsidiaries or affiliates shall, and that it shall cause its and its subsidiaries’ and affiliates’ employees, agents and representatives (including any investment banker, attorneyattorney or accountant retained by it or any of its subsidiaries) not to, accountantdirectly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or other representative engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (collectivelyiii) approve or recommend, “Representatives”) retained by an Acquired Corporation Company shall directly or indirectly solicit propose publicly to approve or recommend, any Acquisition Proposal by any Person. Except or (iv) approve or recommend, or propose to the extent necessary as determined by the board of directors of Acquired Corporation to comply with the fiduciary duties of Acquired Corporation’s Board of Directorsapprove or recommend, no Acquired Corporation Company or any Representative thereof shall furnish any non-public information that it is not legally obligated to furnish, negotiate with respect to, execute or enter into any Contract with respect toletter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) AHB agrees that it will, and each Acquired Corporation Company shall direct will cause its officers, directors and use its reasonable efforts to cause all of its Representatives not to engage in any of the foregoingrepresentatives to, but Acquired Corporation may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its fiduciary duties as advised in writing by counsel to such Board of Directors. Acquired Corporation shall promptly notify Buyer orally and in writing in the event that any Acquired Corporation Company receives any inquiry or proposal relating to any such Acquisition Proposal and, unless the board of directors of Acquired Corporation determines with the advice of counsel that such action is inconsistent with its fiduciary duties, shall advise Buyer of the identity of the person making such Acquisition Proposal. Acquired Corporation shall immediately cease and cause to be terminated any existing activities, discussions, discussions or negotiations existing as of the date of this Agreement with any Persons other than Buyer parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) AHB agrees that it will use its best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section. (d) Notwithstanding the foregoing provisions above, if any person after the date of this Agreement submits to AHB’s Board of Directors an unsolicited, bona fide, written Acquisition Proposal, and AHB’s Board of Directors reasonably determines in good faith, after receipt of advice from outside legal counsel and prompt notice of such Acquisition Proposal to IBKC, that the failure to engage in discussions with such person concerning such Acquisition Proposal would likely cause the Board of Directors to breach its fiduciary duties to AHB and its shareholders, and after consultation with a financial advisor, then, in such case, (i) AHB may (A) furnish information about its business to such person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such person, provided that AHB must contemporaneously furnish to IBKC all such non-public information furnished to such person and (B) negotiate and participate in discussions and negotiations with such person; and (ii) if the AHB Board of Directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), the AHB Board of Directors may (subject to the provisions of this Section) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five Business Days following IBKC’s receipt of written notice (a “Notice of Superior Proposal”) advising it that AHB’s Board of Directors has received a Superior Proposal, identifying the person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal and enclosing a copy of the Acquisition Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). If IBKC elects not to exercise the Right of First Refusal, AHB shall provide IBKC with a final written notice of acceptance before accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash (not subject to a financing contingency) and/or securities, and otherwise on terms which AHB’s Board of Directors determines (based on the written advice of Chaffe & Associates, Inc. or other financial advisor selected by the Board of AHB) are more favorable to AHB’s shareholders (in their capacities as shareholders) from a financial point of view than the Merger after giving effect to AHB’s Right of First Refusal. For the purposes of this Section, an Acquisition Proposal shall be “bona fide” if the Board of Directors of AHB reasonably determines that the person submitting such Acquisition Proposal is reasonably certain to consummate such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right for five (5) Business Days after receipt of a Notice of Superior Proposal to submit an Acquisition Proposal on terms not less favorable to AHB than the terms of the Superior Proposal, which right of IBKC shall be paramount to the rights of the person submitting the Superior Proposal (“Right of First Refusal”). If IBKC fails to exercise such Right of First Refusal within the time herein specified, AHB shall be at liberty to accept the Superior Proposal. (f) As used herein the term “Acquisition Proposal” means any proposal or offer with respect to any of the following (other than the transactions contemplated hereunder) involving AHB or any of its subsidiaries: (i) any merger, consolidation, share exchange, business combination or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of its consolidated assets in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 20% or more of the outstanding shares of its capital stock or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement to engage in any of the foregoing. (ii) In the event that Acquired Corporation enters into a letter of intent, agreement in principle or definitive agreement regarding an Acquisition Proposal with any third party (other than Buyer or any of its Subsidiaries) prior to the earlier of (i) the Effective Date or (ii) the termination of this Agreement pursuant to Article 13 hereof, or if Acquired Corporation receives an Acquisition Proposal from a third party (other than Buyer and its Subsidiaries) prior to the termination of this Agreement by Buyer pursuant to Section 13.2(b), (c) or (d) or by Acquired Corporation pursuant to Section 13(d) hereof, and the Merger is not closed as contemplated by this Agreement (unless it is not closed because this Agreement has been terminated pursuant to the foregoing Sections of Article 13), Acquired Corporation covenants and agrees that it shall pay to Buyer upon demand an amount equal to $2,100,000 by wire transfer of same-day funds to compensate Buyer for its direct and indirect costs and expenses (and not as a penalty) in connection with the transactions contemplated by this Agreement, including Buyer’s management time devoted to negotiation and preparation for the Merger and Buyer’s loss as a result of the Merger not being consummated. Upon receipt of such payment, this Agreement shall terminate, have no further force or effect and all obligations of Buyer and Acquired Corporation to the other shall be deemed released and discharged, except as provided in Article 11.