Common use of Termination, Rescission Clause in Contracts

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This In the event that, following the Effectiveness Date, the Purchase and Assumption Agreement may be terminated with the FDIC relating to the purchase by Oriental Bank and Trust, a wholly owned Subsidiary of the Company (the “Bank”), of certain assets, and the sale assumption by the Bank of deposits (and purchase certain other specified liabilities), of Eurobank, San Xxxx, Puerto Rico (“Failed Bank”) (the “P&A Agreement”), is not entered into on or before June 1, 2010, or is entered into prior to such date but the consummation of the Preferred Shares abandoned at any time prior transfer of the assets and liabilities of the Failed Bank to the Closing Bank pursuant to the P&A Agreement (such transfer, the “P&A Closing”) does not occur by June 30, 2010, then either the Company or any Purchaser (with respect to itself only) Company, upon written notice to the otherPurchasers, if or any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Closing has not been consummated on or prior to 5:00 p.m.Company, New York City time, on the Outside Date; provided, however, that the right to may terminate this Agreement. (b) Promptly following the termination of this Agreement under this pursuant to Section 6.16 or Section 6.17(a), the Company shall not be available provide written notice to any Person whose failure to comply with its obligations under the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the cause of or resulted in the failure terms of the Closing Escrow Agreement, the Escrow Agent shall (A) distribute to occur on or before each Purchaser that is not a Section 2.1(c)(iii) Purchaser such time. Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void. (c) In the event that any Purchaser terminates this Agreement with respect to itselffollowing the Closing, the Company shall give prompt notice of P&A Agreement is not entered into on or before June 1, 2010 or the termination P&A Agreement is terminated prior to each other Purchaserthe P&A Closing, and, as necessary, work in good faith to restructure or the transaction to allow each Purchaser that P&A Closing does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach occur by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16June 30, 2010, then the Company shall promptly notify all non-terminating Purchaser of such event and either (i) the Company, upon written notice to the Purchasers, may redeem the Securities purchased hereunder or (ii) any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Company, require the Company to repurchase the Securities purchased hereunder as specified on such Purchaser’s signature page hereto. Upon a termination in accordance with this Section 6.16Promptly following either such notice, (i) the Company and the terminating Purchaser(s) Purchaser shall not have any further obligation or liability (including arising from such termination) provide written notice to the otherTransfer Agent notifying the Transfer Agent that such Securities have been redeemed or repurchased, as the case may be (unless Purchaser is a Certificate Purchaser, in which case Purchaser shall return to the Company for cancellation the certificates for its Preferred Shares concurrently with the Company returning Purchaser’s Subscription Amount pursuant to the following clause (ii)) and no (ii) the Company shall promptly return to Purchaser will have any liability by wire transfer of immediately available funds to any other Purchaser under the Transaction Documents as a result therefrombank account designated by Purchaser, its Subscription Amount. (bd) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Common Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, Purchaser and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount terminated and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall distribute to each Purchaser such Purchaser’s Subscription Amount.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares Securities abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Shares abandoned at any time prior to the Closing Closing: (i) by either mutual written agreement of the Company and Purchaser; (ii) by the Company or any Purchaser (with respect to itself only) Purchaser, upon written notice to the otherother party, if in the event the Closing has does not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on before June 30, 2011 (“Transaction Deadline”); (iii) by the Company or before such time. In Purchaser, upon written notice to the other party, in the event that any Purchaser terminates this Agreement with respect to itselfgovernmental entity shall have issued any order, the Company shall give prompt notice decree or injunction or taken any other action restraining, enjoining or prohibiting any of the termination to each transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and nonappealable; and (iv) by Purchaser, and, as necessary, work in good faith if any of the conditions to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities closing set forth below such Purchaser’s name in Section 5.1 are not capable of being satisfied on or before the signature page of this Transaction Deadline or if any Additional Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance is terminated by any other party of its obligations under this Agreement or the other Transaction Documents. Other Purchaser. (b) In the event of a any termination of this Agreement as provided in Section 6.17(a), this Agreement, other than Section 4.8 and Article 6 shall become wholly void and of no further effect; provided, nothing herein shall relieve any party from liability for willful breach of this Agreement. The Company shall give Purchaser written notice not later than one (1) Business Day (and in any event prior to the Closing Date) after the termination of any Additional Agreement by the Company or by any Other Purchaser. (c) In the case of any termination pursuant to this Section 6.166.17, the Company shall promptly notify all non-terminating Purchasers. Upon a termination parties agree to treat the transactions contemplated by this Agreement as disregarded for United States federal, state, local and foreign income tax purposes in accordance with this Section 6.16Internal Revenue Service Revenue Ruling 80-58, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents except as a result therefromotherwise required by applicable law. (bd) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. [Remainder of page intentionally left blank. Signatures appear on following page(s). (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.]

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Common Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Common Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 6.15 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 6.15 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.166.15, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.166.15, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This In the event that, following the Effectiveness Date, the Purchase and Assumption Agreement may be terminated with the FDIC relating to the purchase by Citizens South Bank (the “Bank”), a wholly owned Subsidiary of the Company, of certain assets, and the sale assumption by the Bank of deposits (and purchase certain other specified liabilities), of Bank of Hiawassee (“Failed Bank”) (the Preferred Shares abandoned at any time prior to “P&A Agreement”) is not entered into, or the Closing by transactions contemplated thereby have not been consummated (the “P&A Closing”), on or before April 10, 2010, or such other date as the parties mutually agree, then either the Company or any Purchaser (with respect to itself only) Company, upon written notice to the otherPurchasers, if or any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Closing has not been consummated on or prior to 5:00 p.m.Company, New York City time, on the Outside Date; provided, however, that the right to may terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Agreement. (b) In the event that any Purchaser terminates this Agreement with respect to itselffollowing the Closing, the Company shall give prompt notice of P&A Agreement is not entered into by the termination to each other Purchaser, and, as necessary, work in good faith to restructure Bank with the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name FDIC on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement Closing Date or the other Transaction Documents or to impair P&A Closing is not consummated on the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16Closing Date, then the Company shall promptly notify all non-terminating Purchaser of either such event and either (i) the Company, upon written notice to the Purchasers, may terminate this Agreement and rescind the purchase of the Securities hereunder or (ii) any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Company, may terminate this Agreement and rescind the purchase hereunder by such Purchaser of the Securities specified on such Purchaser’s signature page hereto. Upon Promptly following such termination, (i) the Company and Purchaser shall provide written notice to the Transfer Agent notifying the Transfer Agent that this Agreement has been terminated and such purchase rescinded and that the share issuance instructions with respect to Purchaser shall be null and void (unless Purchaser is a Certificate Purchaser, in which case Purchaser shall return to the Company for cancellation the certificates for its Securities concurrently with the Company returning Purchaser’s Subscription Amount pursuant to the following clause (ii)) and (ii) the Company shall promptly return to Purchaser by wire transfer of immediately available funds to a bank account designated by Purchaser, its Subscription Amount. (c) In the case of any termination and/or rescission pursuant to this Section 6.17, the parties agree to treat the transactions contemplated by this Agreement as disregarded for United States federal, state, local and foreign income tax purposes in accordance with this Section 6.16Internal Revenue Service Revenue Ruling 80-58, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents except as a result therefromotherwise required by applicable law. (bd) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement shall automatically terminate upon the valid termination of the Merger Agreement for any reason. (b) This Agreement may be terminated and the sale and purchase of the Preferred Common Shares abandoned at any time prior to the Closing Closing: (i) by mutual written agreement of the Company and any Purchaser (with respect to itself only); (ii) by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 6.16(b)(ii) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. ; (iii) by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if any Required Approval, (A) that is required or (B) the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on the Company, has been denied, with such denial becoming final and not subject to appeal; provided, however, that the right to terminate this Agreement under this Section 6.16(b)(iii) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the denial of the Required Approval; (iv) by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if a statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, with such legal action becoming final and not subject to appeal; provided, however, that the right to terminate this Agreement under this Section 6.16(b)(iv) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the legal action; (v) by the Company (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein that is a condition to Purchasers’ obligation to effect the Closing), if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth herein on the part of Purchaser, which breach, either individually or in the aggregate with all other breaches by Purchaser, would constitute, if occurring or continuing as of the Closing, the failure of a condition set forth in Section 5.2, and which is not cured within forty-five (45) days following written notice to Purchasers, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Outside Date or Closing, as applicable); or (vi) by any Purchaser (with respect to itself only) (provided that such Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein that is a condition to the Company’s obligation to effect the Closing), if there shall have been a breach of any of the covenants or agreements contained herein or any of the representations or warranties set forth herein on the part of the Company, which breach, either individually or in the aggregate with all such other breaches by the Company, would constitute, if occurring or continuing as of the Closing, the failure of a condition set forth in Section 5.1, and which is not cured within forty-five (45) days following written notice to the Company, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Outside Date or Closing, as applicable). (c) In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (bd) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This In the event that, following the Effectiveness Date, the Purchase and Assumption Agreement may be terminated with the FDIC relating to the purchase by SCBT, N.A., a wholly owned Subsidiary of the Company (the “Bank”), of certain assets, and the sale assumption by the Bank of deposits (and purchase certain other specified liabilities), of a bank that has been placed in receivership by the FDIC (the “Failed Bank”) (the “P&A Agreement”), is not entered into on or before February 28, 2011, or is entered into prior to such date but the consummation of the Preferred Shares abandoned at any time prior transfer of the assets and liabilities of the Failed Bank to the Closing Bank pursuant to the P&A Agreement (such transfer, the “P&A Closing”) does not occur by February 28, 2011, then either the Company or any Purchaser (with respect to itself only) Company, upon written notice to the otherPurchasers, if or any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Closing has not been consummated on or prior to 5:00 p.m.Company, New York City time, on the Outside Date; provided, however, that the right to may terminate this Agreement. (b) Promptly following the termination of this Agreement under this pursuant to Section 6.16 or Section 6.17(a), the Company shall not be available provide written notice to any Person whose failure to comply with its obligations under the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the cause of or resulted in the failure terms of the Closing Escrow Agreement, the Escrow Agent shall (A) distribute to occur on or before each Purchaser such time. Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void. (c) In the event that any Purchaser terminates this Agreement with respect to itselffollowing the Closing, the Company shall give prompt notice of P&A Agreement is not entered into on or before February 28, 2011 or the termination P&A Agreement is terminated prior to each other Purchaserthe P&A Closing, and, as necessary, work in good faith to restructure or the transaction to allow each Purchaser that P&A Closing does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach occur by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16February 28, 2011, then the Company shall promptly notify all non-terminating Purchaser of such event and either (i) the Company, upon written notice to the Purchasers, may rescind the purchase of the Common Shares hereunder or (ii) any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Company, may cause the Company to rescind the purchase hereunder by such Purchaser of the Common Shares specified on such Purchaser’s signature page hereto. Upon Promptly following either such notice, (i) the Company and Purchaser shall provide written notice to the Transfer Agent notifying the Transfer Agent that such purchase of Common Shares has been rescinded and that the share issuance instructions with respect to Purchaser shall be null and void (unless Purchaser is a Certificate Purchaser, in which case Purchaser shall return to the Company for cancellation the certificates for its Common Shares concurrently with the Company returning Purchaser’s Subscription Amount pursuant to the following clause (ii)) and (ii) the Company shall promptly return to Purchaser by wire transfer of immediately available funds to a bank account designated by Purchaser, its Subscription Amount. (d) The Company hereby covenants and agrees that it will not transfer funds received pursuant to this Agreement to any of its subsidiaries, including, without limitation, the Bank, or affiliates or any other Person other than contemporaneously with (or after) the P&A Closing. (e) In the case of any termination and/or rescission pursuant to this Section 6.17, the parties agree to treat the transactions contemplated by this Agreement as disregarded for United States federal, state, local and foreign income tax purposes in accordance with this Section 6.16Internal Revenue Service Revenue Ruling 80-58, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents except as a result therefromotherwise required by applicable law. (bf) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase of the Preferred Common Shares abandoned at any time prior to the Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 6.15 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other Purchaser, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser that does not exercise a termination right to purchase the full number of Securities Common Shares set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.10. Nothing in this Section 6.16 6.15 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.166.15, the Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.166.15, the Company and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.

Termination, Rescission. (a) This Agreement may be terminated and the sale and purchase exchange of the Preferred Shares for the Common Shares abandoned at any time prior to the Closing by either the Company or any Purchaser Shareholder (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 6.16 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. In the event that any Purchaser Shareholder terminates this Agreement with respect to itself, the Company shall give prompt notice of the termination to each other PurchaserShareholder, and, as necessary, work in good faith to restructure the transaction to allow each Purchaser Shareholder that does not exercise a termination right to purchase the full number of Securities set forth below such PurchaserShareholder’s name on the signature page of this Agreement while remaining in compliance with Section 4.124.11. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16, the Company shall promptly notify all non-terminating PurchasersShareholders. Upon a termination in accordance with this Section 6.16, the Company and the terminating Purchaser(sShareholder(s) shall not have any further obligation or liability (including arising from such termination) to the other, and no Purchaser Shareholder will have any liability to any other Purchaser Shareholder under the Transaction Documents as a result therefrom. (b) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser Shareholder exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser Shareholder may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser Shareholder shall be null and void.

Termination, Rescission. (a) This In the event that, following the Effectiveness Date, the Purchase and Assumption Agreement may be terminated with the FDIC relating to the purchase by Renasant Bank, a wholly owned Subsidiary of the Company (the “Bank”), of certain assets, and the sale assumption by the Bank of deposits (and purchase certain other specified liabilities), of Crescent Bank, Jasper, Georgia (“Failed Bank”) (the “P&A Agreement”), is not entered into on or before August 20, 2010, or is entered into prior to such date but the consummation of the Preferred Shares abandoned at any time prior transfer of the assets and liabilities of the Failed Bank to the Closing Bank pursuant to the P&A Agreement (such transfer, the “P&A Closing”) does not occur by August 20, 2010, then either the Company or any Purchaser (with respect to itself only) Company, upon written notice to the otherPurchasers, if or any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Closing has not been consummated on or prior to 5:00 p.m.Company, New York City time, on the Outside Date; provided, however, that the right to may terminate this Agreement. (b) Promptly following the termination of this Agreement under this pursuant to Section 6.16 or Section 6.17(a), the Company shall not be available provide written notice to any Person whose failure to comply with its obligations under the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the cause of or resulted in the failure terms of the Closing Escrow Agreement, the Escrow Agent shall (A) distribute to occur on or before each Purchaser that is not a Section 2.1(c)(iii) Purchaser such time. Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void. (c) In the event that any Purchaser terminates this Agreement with respect to itselffollowing the Closing, the Company shall give prompt notice of P&A Agreement is not entered into on or before August 20, 2010 or the termination P&A Agreement is terminated prior to each other Purchaserthe P&A Closing, and, as necessary, work in good faith to restructure or the transaction to allow each Purchaser that P&A Closing does not exercise a termination right to purchase the full number of Securities set forth below such Purchaser’s name on the signature page of this Agreement while remaining in compliance with Section 4.12. Nothing in this Section 6.16 shall be deemed to release any party from any liability for any breach occur by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.16August 20, 2010, then the Company shall promptly notify all non-terminating Purchaser of such event and either (i) the Company, upon written notice to the Purchasers, may redeem the Common Shares purchased hereunder or (ii) any Purchaser, solely with respect to itself and not with respect to any other Purchaser, upon written notice to the Company, require the Company to repurchase the Common Shares purchased hereunder as specified on such Purchaser’s signature page hereto. Upon a termination in accordance with this Section 6.16Promptly following either such notice, (i) the Company and the terminating Purchaser(s) Purchaser shall not have any further obligation or liability (including arising from such termination) provide written notice to the otherTransfer Agent notifying the Transfer Agent that such Common Shares have been redeemed or repurchased, as the case may be (unless Purchaser is a Certificate Purchaser, in which case Purchaser shall return to the Company for cancellation the certificates for its Common Shares concurrently with the Company returning Purchaser’s Subscription Amount pursuant to the following clause (ii)) and no (ii) the Company shall promptly return to Purchaser will have any liability by wire transfer of immediately available funds to any other Purchaser under the Transaction Documents as a result therefrombank account designated by Purchaser, its Subscription Amount. (bd) Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights. (c) Promptly following the termination of this Agreement pursuant to this Section 6.16, the Company shall provide written notice to the Escrow Agent notifying the Escrow Agent that this Agreement has been terminated. Pursuant to the terms of the Escrow Agreement, the Escrow Agent shall (A) distribute to each Purchaser such Purchaser’s Subscription Amount and (B) advise the Transfer Agent that the share issuance instructions with respect to such Purchaser shall be null and void.