Common use of Reservation of Shares; Preservation of Rights of Holder Clause in Contracts

Reservation of Shares; Preservation of Rights of Holder. Premier shall at all times, while this Warrant is outstanding and unexercised, maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock at the time outstanding. Premier further agrees that (i) it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omission, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by Premier, (ii) it will promptly take all action (including (A) complying with all pre-merger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a and the regulations promulgated thereunder and (B) in the event that, under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3)), or the Change in Bank Control Act of 1978, as amended (12 U.S.C. Section 1817(j)), prior approval of the Board of Governors of the Federal Reserve System (the "BOARD") is necessary before this Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board as the Board may require) in order to permit the Holder to exercise this Warrant and Premier duly and effectively to issue shares of its Common Stock hereunder, and (iii) it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.

Reservation of Shares; Preservation of Rights of Holder. Premier The ------------------------------------------------------- Corporation shall at all times, times while this Warrant is outstanding and unexercised, unexercised maintain and reserve, free from preemptive rights, such number of authorized but unissued or treasury shares of Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock at the time outstanding. Premier The Corporation further agrees that (i) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omissionact, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by Premierthe Corporation, (ii) that it will promptly use its best efforts to take all action (including (A) complying with all pre-merger premerger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a (S)18a and the regulations promulgated thereunder and (B) in the event that, that under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3)), or the Change in Bank Control Act Act, the Pennsylvania Banking Code of 1978, as amended (12 U.S.C. Section 1817(j))1965 or any other law, prior approval of the Board of Governors of the Federal Reserve System (the "BOARDBoard"), the Office of the ----- Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), the Pennsylvania Department of Banking (the "Department") and/or any other regulatory agency is necessary before this Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board Board, the OCC, the FDIC, the Department and/or any such other regulatory agency as the Board such agencies may require) in order to permit the Holder to exercise this Warrant and Premier the Corporation duly and effectively to issue shares of its Common Stock hereunder, and (iii) that it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.

Reservation of Shares; Preservation of Rights of Holder. Premier The Corporation ------------------------------------------------------- shall at all times, times while this Warrant is outstanding and unexercised, unexercised maintain and reserve, free from preemptive rights, such number of authorized but unissued or treasury shares of Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock at the time outstanding. Premier The Corporation further agrees that (i) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omissionact, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by Premierthe Corporation, (ii) that it will promptly use its best efforts to take all action (including (A) complying with all pre-merger premerger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a (S)18a and the regulations promulgated thereunder and (B) in the event that, that under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3)), or the Change in Bank Control Act Act, the Pennsylvania Banking Code of 1978, as amended (12 U.S.C. Section 1817(j))1965 or any other law, prior approval of the Board of Governors of the Federal Reserve System (the "BOARDBoard"), the Office of the ----- Comptroller of the Currency (the "OCC"), the Federal Deposit Insurance --- Corporation (the "FDIC"), the Pennsylvania Department of Banking (the ---- "Department") and/or any other regulatory agency is necessary before this ---------- Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board Board, the OCC, the FDIC, the Department and/or any such other regulatory agency as the Board such agencies may require) in order to permit the Holder to exercise this Warrant and Premier the Corporation duly and effectively to issue shares of its Common Stock hereunder, and (iii) that it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.

Reservation of Shares; Preservation of Rights of Holder. Premier shall at all times, while this Warrant is outstanding and unexercised, maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock at the time outstanding. Premier further agrees that (i) it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omission, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by Premier, (ii) it will promptly take all action (including (A) complying with all pre-merger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a ss.18a and the regulations promulgated thereunder and (B) in the event that, under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3ss.1842(a)(3)), or the Change in Bank Control Act of 1978, as amended (12 U.S.C. Section 1817(jss.1817(j)), prior approval of the Board of Governors of the Federal Reserve System (the "BOARDBoard") is necessary before this Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board as the Board may require) in order to permit the Holder to exercise this Warrant and Premier duly and effectively to issue shares of its Common Stock hereunder, and (iii) it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.

Reservation of Shares; Preservation of Rights of Holder. Premier FMB shall at all times, times while this Warrant is outstanding and unexercised, unexercised maintain and reserve, free from preemptive rights, such number of authorized but unissued or treasury shares of FMB Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of FMB Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of FMB Common Stock at the time outstanding. Premier FMB further agrees that (i) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omissionact, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by PremierFMB, (ii) that it will promptly use its best efforts to take all action (including (A) complying with all pre-merger premerger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a and the regulations promulgated thereunder and (B) in the event that, that under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3)), 1956 or the Change in Bank Control Act of 1978, as amended (12 U.S.C. Section 1817(j))or any other law, prior approval of the Board of Governors of the Federal Reserve System (the "BOARDBoard") ), the Federal Deposit Insurance Corporation ("FDIC"), or any other regulatory agency is necessary before this Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board as the Board such agency may require) in order to permit the Holder to exercise this Warrant and Premier FMB duly and effectively to issue shares of its FMB Common Stock hereunder, and (iii) that it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.

Reservation of Shares; Preservation of Rights of Holder. Premier DBC shall at all times, while this Warrant is outstanding and unexercised, maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that this Warrant may be exercised without any additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock at the time outstanding. Premier DBC further agrees that (i) it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or omission, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder or under the Warrant Agreement by PremierDBC, (ii) it will promptly take all action (including (A) complying with all pre-merger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a (S)18a and the regulations promulgated thereunder and (B) in the event that, under Section 3 of the Bank Holding Company Act of 1956, as amended (12 U.S.C. Section 1842(a)(3(S)1842(a)(3)), or the Change in Bank Control Act of 1978, as amended (12 U.S.C. Section 1817(j(S)1817(j)), prior approval of the Board of Governors of the Federal Reserve System (the "BOARD") is necessary before this Warrant may be exercised, cooperating fully with the Holder in preparing any and all such applications and providing such information to the Board as the Board may require) in order to permit the Holder to exercise this Warrant and Premier DBC duly and effectively to issue shares of its Common Stock hereunder, and (iii) it will promptly take all action necessary to protect the rights of the Holder against dilution as provided herein.