Common use of Termination by FCB Clause in Contracts

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); (ii) if SFC or SNB shall have violated or failed to fully perform any of their obligations, covenants or agreements contained in Article V or VII herein in any material respect; (iii) if FCB determines at any time that (A) any of SFC’s or SNB’s representations or warranties contained in Article III above or in any other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, or that (B) there has occurred any event or development or that there exists any condition or circumstance which has caused or, with the lapse of time or otherwise, reasonably could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, except, in either such case, for inaccuracies, changes and exceptions in and to representations or warranties that, individually or in the aggregate, have not had, and cannot reasonably be expected to have, an SFC Material Adverse Effect; 40

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: : (i) if Cordia or BOV shall have in any of the conditions material respect violated or failed to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), fully perform or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy comply with any of its obligations, covenants or agreements contained in Articles V or VII herein); (ii) if SFC or SNB shall have violated or failed , to fully perform any of their the extent that such obligations, covenants or agreements contained in Article V were required to be complied with or VII herein performed at or prior to the time when FCB gives notice of such termination; (ii) if there shall have occurred any Cordia Material Change, or any change, event or development shall have occurred, or any condition or circumstance exists, which, with the lapse of time or otherwise, is reasonably likely to cause, create or result in any material respect; such Cordia Material Change; (iii) if FCB determines at any time that (A) any of SFC’s Cordia's or SNB’s BOV's representations or warranties contained in Paragraphs 3.02, 3.05, 3.06, 3.07(a)(i) and 3.13(a) shall have been false or misleading in any respect as of the date when they are deemed to have been made, or would have been false or misleading in any respect except for the fact that the representation or warranty was limited to or qualified based on the Knowledge of Cordia (other than, in the case of Paragraph 3.02, such inaccuracies as are de minimis), or (B) (1) any of Cordia's or BOV's other representations or warranties contained in Article III above or in any other certificate or writing delivered by either of them to FCB pursuant to this Agreement shall have been false or misleading in any material respect as of the date when made they are deemed to have been made, or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFCCordia, or that (B2) there has shall have occurred any event or development development, or that there exists any condition or circumstance circumstance, which has caused or, with the lapse of time or otherwiseotherwise is reasonably likely to cause, reasonably could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, except, in either such case, Cordia; (iv) if the holders of Cordia Common Stock do not approve this Agreement and the Merger at the Cordia Stockholders' Meeting; (v) if for inaccuracies, changes and exceptions in the reasons and to representations the extent permitted by Paragraph 5.01(c), (A) Cordia's Board of Directors does not distribute a proxy statement to Cordia's stockholders indicating that Cordia's Board of Directors considers the Merger to be advisable and in the best interests of Cordia and its stockholders and that the Board recommends that Cordia's stockholders vote for approval of this Agreement and the Merger, or warranties that(B) after having made such a recommendation in the Proxy Statement distributed to Cordia's stockholders, individually the Board withdraws, qualifies or revises that recommendation in any material respect, and/or (C) Cordia's Board of Directors elects to not submit this Agreement to a vote of Cordia's stockholders; (vi) if, notwithstanding FCB's satisfaction of its obligations under this Agreement, the Merger shall not have become effective on or before December 31, 2016, or such later date as shall be mutually agreed upon in writing by Cordia and FCB; (vii) in the manner described in Paragraph 7.07; or (viii) if stockholders of Cordia who hold, in the aggregate, have not hadmore than 10% of the outstanding shares of Cordia Common Stock give notice of their intent to exercise Appraisal Rights. Any termination of the Agreement under this Paragraph 9.02(a) must be approved by FCB's Board of Directors or its Executive Committee, and canany such termination shall have the effect of terminating the Agreement as to both FCB and Merger Sub. However, before FCB may terminate this Agreement for the reason specified in Subparagraph (iii)(B)(2) of this Paragraph 9.02(a), it shall give written notice to Cordia in the manner provided in Paragraph 11.05 stating its intent to terminate and describing the specific breach, default, violation or other condition or circumstances giving rise to its right to so terminate. Such termination by FCB shall not become effective if, within thirty (30) days following the giving of such notice or such additional time as FCB may allow in its discretion, Cordia or BOV shall cure such breach, default or violation or satisfy or eliminate such condition or circumstances to the reasonable satisfaction of FCB and without cost or expense to FCB and at an aggregate cost or expense to the Cordia Companies with respect to all such breaches, defaults or violations, conditions or circumstances that would not reasonably be expected to havecause, an SFC create or result in a Cordia Material Adverse Effect; 40Change. In the event Cordia and/or BOV cannot or does not cure such breach, default or violation, or arrange to satisfy or eliminate such condition or circumstances, as provided above within such cure period, FCB may give a further written notice to Cordia in the manner provided in Paragraph 11.05 stating that Cordia and BOV have failed to cure satisfactorily the breach, default or violation, or to satisfy or eliminate such condition or circumstances, and that FCB terminates the Agreement. Termination of this Agreement by FCB shall be effective upon its giving of such further written notice to Cordia.

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: : (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), CBI or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); (ii) if SFC or SNB CRB shall have violated or failed to fully perform or comply with any of its or their obligations, covenants or agreements contained in Article Articles V or VII herein herein, to the extent that such obligations, covenants or agreements were required to be complied with or performed at or prior to the time when FCB gives notice of such termination; (ii) if there shall have occurred any CBI Material Change, or any event or development shall have occurred, or any condition or circumstance exists, which, with the lapse of time or otherwise, may or could cause, create or result in any material respect; such CBI Material Change; (iii) if FCB determines at any time that (A) any of SFC’s CBI's or SNB’s CRB's representations or warranties contained in Article III above or in any other certificate or writing delivered by either of them to FCB pursuant to this Agreement shall have been false or misleading in any material respect when made made, or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFCCBI, or that (B) there has shall have occurred any event or development development, or that there exists any condition or circumstance which has caused orcircumstance, which, with the lapse of or time or otherwise, reasonably may or could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFCCBI, exceptand which, in either such case, for inaccuracies, changes and exceptions in and to representations or warranties thatany event, individually or in the aggregate, has or have not had, and cannot or reasonably could be expected to have, a CBI Material Effect or, following the Merger, an SFC FCB Material Adverse Effect; (iv) if CBI's shareholders do not approve this Agreement and the Merger at the CBI Shareholders' Meeting or if, notwithstanding FCB's satisfaction in all material respects of its obligations under Paragraph 7.02 above, the CBI Shareholders' Meeting is not held by December 31, 2008; (v) if, for the reasons and to the extent permitted by Paragraph 5.01(a), the Proxy Statement distributed by CBI to its shareholders in connection with the CBI Shareholders' Meeting does not state that CBI's Board of Directors considers the Merger to be advisable and in the best interests of CBI and its shareholders and that the Board recommends that CBI's shareholders vote for approval of the Plan of Merger (or, after having made such a recommendation in the Proxy Statement, the Board withdraws, qualifies or revises that recommendation in any material respect). (vi) if, notwithstanding FCB's satisfaction of its obligations under Paragraph 7.12 above, the Merger shall not have become effective on or before March 31, 2009, or such later date as shall be mutually agreed upon in writing by CBI and FCB; 40or (vii) under the circumstances described in Paragraph 7.04(c). (a) it shall give written notice to CBI in the manner provided in Paragraph 11.05 of this Agreement stating its intent to terminate and a description of the specific breach, default, violation or other condition or circumstances giving rise to its right to so terminate. Such termination by FCB shall not become effective if, within 30 days following the giving of such notice or such additional time as FCB may allow in its discretion, CBI and CRB shall cure such breach, default or violation or satisfy or eliminate such condition or circumstances to the reasonable satisfaction of FCB and without cost or expense to FCB or an aggregate cost or expense to any of the CBI Companies with respect to all such breaches, defaults or violations, conditions or circumstances that would have a CBI Material Effect. In the event CBI or CRB cannot or does not cure such breach, default or violation, or arrange to satisfy or eliminate such condition or circumstances, as provided above within such cure period, FCB shall give a further written notice to CBI in the manner provided in Paragraph 11.05 of this Agreement stating that CBI and CRB have failed to cure satisfactorily the breach, default or violation, or to satisfy or eliminate such condition or circumstances, and that FCB terminates the Agreement. Termination of this Agreement by FCB shall be effective upon its giving of such further written notice to CBI.

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: : (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), Paragraph 7.01 or 8.03(d) 7.03 above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30May 31, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); ; (ii) if SFC PCCC or SNB PCB shall have violated or failed to fully perform any of their obligations, covenants or agreements contained in Article V IV or VII VI herein in any material respect; , except for breaches, violations or failures that, individually or in the aggregate, have not had, and can not reasonably be expected to have, a PCCC Material Adverse Effect; (iii) if FCB determines at any time that (A) any of SFCPCCC’s or SNBPCB’s representations or warranties contained in Article III II above or in any other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFCPCCC, or that (B) there has occurred any event or development or that there exists any condition or circumstance which has caused or, with the lapse of time or otherwise, reasonably could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFCPCCC, except, in either such case, for inaccuracies, changes and exceptions in and to representations or warranties that, individually or in the aggregate, have not had, and cancan not reasonably be expected to have, an SFC a PCCC Material Adverse Effect; (iv) if PCCC’s shareholders do not ratify and approve this Agreement and the Merger at the PCCC Shareholders’ Meeting or if, notwithstanding FCB’s satisfaction in all material respects of its obligations under Paragraphs 6.02 above, the PCCC Shareholders’ Meeting is not held by March 31, 2005; (v) if the Merger shall not have become effective on or before June 30, 2005, or such later date as shall be mutually agreed upon in writing by FCB and PCCC; (vi) under the circumstances described in Paragraph 6.04; 40or (vii) if, for the reasons and to the extent permitted by Paragraph 4.01, the Proxy Statement distributed by PCCC to its shareholders in connection with the PCCC Shareholders’ Meeting does not state that PCCC’s Board of Directors considers the Merger to be advisable and in the best interests of PCCC and its shareholders and that the Board recommends that PCCC’s shareholders vote for approval of the Plan of Merger (or, after having made such a recommendation in the Proxy Statement, the Board withdraws, qualifies or revises that recommendation in any material respect), or PCCC’s Board of Directors does not actively encourage PCCC’s shareholder to vote their shares of PCCC Stock at the PCCC Shareholders’ Meeting in favor of ratification and approval of the Plan of Merger. However, before FCB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Paragraph 8.02(a), it shall give written notice to PCCC in the manner provided herein stating its intent to terminate and a description of the specific breach, default, violation or other condition giving rise to its right to so terminate, and such termination by FCB shall not become effective if, within 30 days following the giving of such notice, PCCC or PCB shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FCB or, if such breach, default, violation or other condition is not reasonably susceptible to cure or satisfaction within 30 days, then following receipt of FCB’s written notice PCCC or PCB shall have promptly commenced good faith efforts to cure or satisfy the breach, default, violation or condition, shall diligently continue those efforts, and shall actually cure or satisfy the breach, default, violation or condition to FCB’s reasonable satisfaction within a reasonable time thereafter. In the event PCCC or PCB cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FCB within such notice period (or during the extended period described above), termination of this Agreement by FCB thereafter shall be effective upon its giving of written notice of termination to PCCC in the manner provided herein.

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: : (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), 1st Financial or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); (ii) if SFC or SNB Mountain 1st shall have violated or failed to fully perform or comply with any of its or their obligations, covenants or agreements contained in Article Articles V or VII herein herein, to the extent that such obligations, covenants or agreements were required to be complied with or performed at or prior to the time when FCB gives notice of such termination; (ii) if there shall have occurred any 1st Financial Material Change, or any change, event or development shall have occurred, or any condition or circumstance exists, which, with the lapse of time or otherwise, may or could cause, create or result in any material respect; such 1st Financial Material Change or which, individually or in the aggregate, are deemed by FCB, at its discretion, and in good faith, to so adversely affect the economic or business benefits FCB reasonably expects to derive from this Agreement and the Merger as to render it inadvisable for it to consummate the Merger; (iii) if FCB determines at any time that (A) any of SFC’s 1st Financial's or SNB’s Mountain 1st's representations or warranties contained in Article III above or in any other certificate or writing delivered by either of them to FCB pursuant to this Agreement shall have been false or misleading in any material respect when made made, or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC1st Financial, or that (B) there has shall have occurred any event or development development, or that there exists any condition or circumstance which has caused orcircumstance, which, with the lapse of time or otherwise, reasonably may or could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC1st Financial; (iv) if (A) 1st Financial's shareholders do not approve this Agreement and the Merger at the 1st Financial Shareholders' Meeting or if, except(B) notwithstanding FCB's satisfaction in all material respects of its obligations under Paragraph 7.02 above, the 1st Financial Shareholders' Meeting is not held by January 31, 2014; (v) if, for the reasons and to the extent permitted by Paragraph 5.01(c), the Proxy Statement distributed by 1st Financial to its shareholders in connection with the 1st Financial Shareholders' Meeting does not state that 1st Financial's Board of Directors considers the Merger to be advisable and in the best interests of 1st Financial and its shareholders and that the Board recommends that 1st Financial's shareholders vote for approval of this Agreement and the Merger (or, after having made such a recommendation in the Proxy Statement, the Board withdraws, qualifies or revises that recommendation in any material respect); (vi) if, notwithstanding FCB's satisfaction of its obligations under this Agreement, the Merger shall not have become effective on or before April 30, 2014, or such later date as shall be mutually agreed upon in writing by 1st Financial and FCB; (vii) under the circumstances described in Paragraph 7.05(c); (viii) if shareholders of 1st Financial who hold more than ten percent (10%) of the outstanding shares of 1st Financial Stock give notice of their intent to exercise Dissenters' Rights; or (ix) at any time prior to the Effective Time, FCB determines that the amount of net unrealized losses related to the 1st Financial Companies' investment securities portfolio, plus the aggregate amount of net securities losses realized by them after June 30, 2013, to the date of such determination, exceeds $25,000,000. However, before FCB may terminate this Agreement for either of the reasons specified in subparagraphs (i) or (iii)(B) of this Paragraph 9.02(a), it shall give written notice to 1st Financial in the manner provided in Paragraph 11.05 of this Agreement stating its intent to terminate and a description of the specific breach, default, violation or other condition or circumstances giving rise to its right to so terminate. Such termination by FCB shall not become effective if, within 30 days following the giving of such notice or such additional time as FCB may allow in its discretion, 1st Financial and Mountain 1st shall cure such breach, default or violation or satisfy or eliminate such condition or circumstances to the reasonable satisfaction of FCB and without cost or expense to FCB or an aggregate cost or expense to any of the 1st Financial Companies with respect to all such breaches, defaults or violations, conditions or circumstances that would have a 1st Financial Material Effect or which is deemed by FCB, in either good faith, to so adversely affect the economic or business benefits FCB reasonably expects to derive from this Agreement and the Merger as to render it inadvisable for it to consummate the Merger. In the event 1st Financial or Mountain 1st cannot or does not cure such casebreach, for inaccuraciesdefault or violation, changes and exceptions in and or arrange to representations satisfy or warranties thateliminate such condition or circumstances, individually or as provided above within such cure period, FCB shall give a further written notice to 1st Financial in the aggregatemanner provided in Paragraph 11.05 of this Agreement stating that 1st Financial and Mountain 1st have failed to cure satisfactorily the breach, have not haddefault or violation, or to satisfy or eliminate such condition or circumstances, and cannot reasonably that FCB terminates the Agreement. Termination of this Agreement by FCB shall be expected effective upon its giving of such further written notice to have, an SFC Material Adverse Effect; 401st Financial.

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: : (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); ; (ii) if SFC or SNB shall have violated or failed to fully perform any of their obligations, covenants or agreements contained in Article V or VII herein in any material respect; ; (iii) if FCB determines at any time that (A) any of SFC’s or SNB’s representations or warranties contained in Article III above or in any other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, or that (B) there has occurred any event or development or that there exists any condition or circumstance which has caused or, with the lapse of time or otherwise, reasonably could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, except, in either such case, for inaccuracies, changes and exceptions in and to representations or warranties that, individually or in the aggregate, have not had, and cannot reasonably be expected to have, an SFC Material Adverse Effect; (iv) if SFC’s shareholders do not approve this Agreement and the Merger at the SFC Shareholders’ Meeting or if, notwithstanding FCB’s and Bancorp’s satisfaction in all material respects of their obligations under Paragraphs 7.02 above, the SFC Shareholders’ Meeting is not held by September 30, 2005; (v) if the Merger shall not have become effective on or before December 31, 2005, or such later date as shall be mutually agreed upon in writing by FCB and SFC; (vi) under the circumstances described in Paragraph 7.04; 40or (vii) if, for the reasons and to the extent permitted by Paragraph 5.01(a), the Proxy Statement distributed by SFC to its shareholders in connection with the SFC Shareholders’ Meeting does not state that SFC’s Board of Directors considers the Merger to be advisable and in the best interests of SFC and its shareholders and that the Board recommends that SFC’s shareholders vote for approval of the Plan of Merger (or, after having made such a recommendation in the Proxy Statement, the Board withdraws, qualifies or revises that recommendation in any material respect). (a) it shall give written notice to SFC in the manner provided herein stating its intent to terminate and a description of the specific breach, default, violation or other condition giving rise to its right to so terminate, and such termination by FCB shall not become effective if, within 30 days following the giving of such notice, SFC or SNB shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FCB or, if such breach, default, violation or other condition is not reasonably susceptible to cure or satisfaction within 30 days, then, following receipt of FCB’s written notice, SFC or SNB shall have promptly commenced good faith efforts to cure or satisfy the breach, default, violation or condition, shall diligently continue those efforts, and shall actually cure or satisfy the breach, default, violation or condition to FCB’s reasonable satisfaction within a reasonable time thereafter. In the event SFC or SNB cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FCB within such notice period (or during the extended period described above), termination of this Agreement by FCB thereafter shall be effective upon its giving of written notice of termination to SFC in the manner provided herein.