Common use of Termination by FNB Clause in Contracts

Termination by FNB. This Agreement may be terminated by FNB by action of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January 31, 2006 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of United’s representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s satisfaction of its obligations under Section 6.1 above, United’s shareholders do not approve this Agreement and Plan of Merger at its shareholders’ meeting held for such purpose; (v) if the Merger shall not have become effective on or before January 31, 2006 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if (A) United shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (vii) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United of its intention to terminate this Agreement. A failure to so notify United will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.

Termination by FNB. This Agreement may be terminated by FNB by action of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January May 31, 2006 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United Integrity shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of UnitedIntegrity’s representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s satisfaction of its obligations under Section Sections 5.8 and 6.1 above, UnitedIntegrity’s or FNB’s shareholders do not approve this Agreement and Plan of Merger at its shareholders’ meeting held for such purpose; (v) if the Merger shall not have become effective on or before January May 31, 2006 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if (A) United Integrity shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United Integrity shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Integrity Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United Integrity shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (vii) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United Integrity as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United Integrity shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United Integrity cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United Integrity of its intention to terminate this Agreement. A failure to so notify United Integrity will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.

Termination by FNB. This Agreement may be terminated by FNB by action ------------------ of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January 31June 30, 2006 2000 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United Carolina shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of United’s Carolina's representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s 's satisfaction of its obligations under Section 6.1 above, United’s Carolina's or FNB's shareholders do not approve this Agreement and Plan of Merger at its shareholders’ ' meeting held for such purpose; (v) if the Merger shall not have become effective on or before January 31June 30, 2006 2000 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if (A) United shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (viivi) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United Carolina as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United Carolina shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United Carolina cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United Carolina of its intention to terminate this Agreement. A failure to so notify United Carolina will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.

Termination by FNB. This Agreement may be terminated by FNB by action of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 Paragraphs 7.01 and 7.3 above) 7.02 shall not have been satisfied in all material respects or effectively waived in writing by FNB by January 31, 2006 within 15 days of receipt of all shareholder and regulatory approvals (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United ACB shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV Articles V or Article VI herein in any material respect; (iii) if FNB determines at any time that any of UnitedACB’s representations or warranties contained in Article II above III hereof or in any other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when mademade 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 any person, or that 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, may or could cause any such representations or warranties to become false or misleading in any material respectrespect 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 any person, in each case such that the conditions set forth in Paragraph 7.02(b) would not be satisfied; (iv) if, notwithstanding FNB’s satisfaction of its obligations under Section 6.1 aboveParagraphs 6.01 and 6.03, UnitedFNB’s shareholders do not ratify and approve this Agreement and Plan of the Merger at its shareholdersthe FNB Shareholders’ meeting Meeting, or if the ACB Shareholders’ Meeting is not held for by May 31, 2004, or such purpose;later date as shall be mutually agreed upon in writing by FNB and ACB; or (v) if the Merger shall not have become effective on or before January 31June 30, 2006 unless 2004 or such later date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended mutually agreed upon in writing by mutual agreement for up to an additional 60 days;FNB and ACB. (via) if (A) United shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (vii) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United as ACB 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, and such termination by FNB shall not become effective if, within 30 thirty (30) days following the giving of such notice, United ACB shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United ACB cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day notice period, FNB shall have 30 days to notify United termination of its intention to terminate this Agreement. A failure to so notify United will be deemed to be a waiver Agreement by FNB thereafter shall be effective upon its giving of written notice thereof to ACB in the breach, default or violation pursuant to Section 10.2 belowmanner provided herein.

Termination by FNB. This Agreement may be terminated by FNB by ------------------ action of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January 31September 30, 2006 2002 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United Rowan shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of United’s Rowan's representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s 's satisfaction of its obligations under Section 6.1 above, United’s Rowan's shareholders do not approve this Agreement and Plan of Merger at its shareholders’ ' meeting held for such purpose; (v) if the Merger shall not have become effective on or before January 31September 30, 2006 2002 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if (A) United shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (viivi) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United Rowan as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United Rowan shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United Rowan cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United Rowan of its intention to terminate this Agreement. A failure to so notify United Rowan will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.

Termination by FNB. This Agreement may be terminated by FNB by action of its Board of Directors: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January 31June 30, 2006 2000 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United Carolina shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of United’s Carolina's representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s 's satisfaction of its obligations under Section 6.1 above, United’s Carolina's or FNB's shareholders do not approve this Agreement and Plan of Merger at its shareholders’ ' meeting held for such purpose; (v) if the Merger shall not have become effective on or before January 31June 30, 2006 2000 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if (A) United shall have breached Section 4.4 in any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation or shall have effected a Change in Recommendation, (C) the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or (viivi) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United Carolina as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United Carolina shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United Carolina cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United Carolina of its intention to terminate this Agreement. A failure to so notify United Carolina will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.. 50

Termination by FNB. This Agreement may be terminated by FNB by action of its Board of DirectorsDirectors or Executive Committee: (i) if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and or 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by January 31April 30, 2006 1998 (except to the extent that the failure of such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); (ii) if United Home Savings shall have violated or failed to fully perform any of its obligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; (iii) if FNB determines at any time that any of United’s Home Savings' representations or warranties contained in Article 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 that 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, may or could cause any such representations or warranties to become false or misleading in any material respect; (iv) if, notwithstanding FNB’s 's satisfaction of its obligations under Section 6.1 Sections 6.1(b), (c), (e) and (f) above, United’s Home Savings' shareholders do not ratify and approve this Agreement and approve the Plan of Merger at its shareholders’ meeting held for such purposethe Shareholders' Meeting; (v) if the Merger shall not have become effective on or before January 31April 30, 2006 1998 unless such date is extended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the parties hereto agree that the dates set forth in this Section 8.2(a) shall be extended by mutual agreement for up to an additional 60 days; (vi) if the average Closing Price of FNB Stock for the twenty (A20) United shall have breached Section 4.4 consecutive trading days ending on the trading date that is three (3) days prior to the scheduled Closing Date is less than $27.00 (as proportionately adjusted in the event of any respect materially adverse to FNB, (B) United shall have breached its obligations set forth in Section 4.3(b) to make its Approval Recommendation stock dividend or shall have effected a Change in Recommendation, (C) stock split of FNB Stock after the United Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) United shall have breached its obligations set forth in Section 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Mergerdate hereof); or, (vii) under the circumstances described in Section 6.7 above. However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of this Section 8.2(a), it shall give written notice to United Home Savings as 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 FNB shall not become effective if, within 30 days following the giving of such notice, United Home Savings shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event United Home Savings cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify United Home Savings of its intention to terminate this Agreement. A failure to so notify United Home Savings will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below.