Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. FSB has disclosed in Section 8.9 of the FSB ----------------------- Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to be an "affiliate" of CBC for purposes of Rule 145 under the 1933 Act. Each of CBC and FSB shall use its reasonable efforts to cause each such Person to deliver to CBC and FSB, not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC, providing that such Person will not sell, pledge, transfer or otherwise dispose of the shares of FSB Common Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of Surviving Corporation Common Stock to be held upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Common Stock issued to Affiliates of FSB pursuant to this Agreement to enforce the provisions of this Section 8.9. CBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Common Stock by such Affiliates.

Agreement of Affiliates. FSB Cardinal has disclosed in Section 8.9 8.10 of the FSB ----------------------- Cardinal Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" --------------------- of FSB Cardinal for purposes of Rule 145 under the 1933 Act, and CBC Area has disclosed in Section 8.9 8.10 of the CBC Area Disclosure Memorandum all Persons whom it reasonably --------------------- believes to be an "affiliate" of CBC Area for purposes of Rule 145 under the 1933 Act. Each of CBC Area and FSB Cardinal shall use its reasonable efforts to cause each such Person to deliver to CBC Area and FSBCardinal, not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 --------- as to Affiliates of FSBCardinal, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBCArea, providing that such Person will not sell, pledge, transfer or otherwise dispose of the shares of FSB Cardinal Common Stock and/or CBC Area Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer or otherwise dispose of the shares of Surviving Corporation Area Common Stock to be held upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation Area shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Area Common Stock issued to Affiliates of FSB Cardinal pursuant to this Agreement to enforce the provisions of this Section 8.98.10. CBC Area shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Area Common Stock by such Affiliates.

Agreement of Affiliates. FSB Xxxxxx has disclosed in Section 8.9 of the FSB ----------------------- Xxxxxx Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to may be deemed an "affiliate" of CBC Xxxxxx for purposes of Rule 145 under the 1933 Act. Each of CBC and FSB Xxxxxx shall use its reasonable efforts to cause each such Person to deliver to CBC and FSB, Regions not later than thirty (30) days after the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 1 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC3, providing that such Person will not sell, pledge, transfer transfer, or otherwise dispose of the shares of FSB Xxxxxx Common Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer transfer, or otherwise dispose of the shares of Surviving Corporation Regions Common Stock to be held received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation Shares of Regions Common Stock issued to such affiliates of Xxxxxx in exchange for shares of Xxxxxx Common Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Regions Common Stock issued to Affiliates affiliates of FSB Xxxxxx pursuant to this Agreement to enforce the provisions of this Section 8.9), except as provided herein. CBC Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Regions Common Stock by such Affiliatesaffiliates.

Agreement of Affiliates. FSB Park Meridian has disclosed in Section 8.9 of the FSB ----------------------- Park Meridian Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to may be deemed an "affiliate" of CBC Park Meridian for purposes of Rule 145 under the 1933 Act. Each of CBC and FSB Park Meridian shall use its reasonable efforts to cause each such Person to deliver to CBC and FSB, Regions not later than thirty (30) days after the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 1 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC3, providing that such Person will not sell, pledge, transfer transfer, or otherwise dispose of the shares of FSB Park Meridian Common Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer transfer, or otherwise dispose of the shares of Surviving Corporation Regions Common Stock to be held received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation Shares of Regions Common Stock issued to such affiliates of Park Meridian in exchange for shares of Park Meridian Common Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Regions Common Stock issued to Affiliates affiliates of FSB Park Meridian pursuant to this Agreement to enforce the provisions of this Section 8.9), except as provided herein. CBC Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Regions Common Stock by such Affiliatesaffiliates.

Agreement of Affiliates. FSB Republic has disclosed in Section 8.9 8.12 of the FSB ----------------------- Republic Disclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to may be deemed an "affiliate" of CBC Republic for purposes of Rule 145 under the 1933 Act. Each of CBC and FSB Republic shall use its reasonable efforts to cause each such Person who may be deemed to be an "affiliate" of Republic for purposes of Rule 145 under the 1933 Act as of the date of the Stockholders' Meeting to deliver to CBC and FSB, Buyer not later than thirty (30) days after the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 1 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC3, providing that such Person will not sell, pledge, transfer transfer, or otherwise dispose of the shares of FSB Republic Common Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer transfer, or otherwise dispose of the shares of Surviving Corporation Buyer Common Stock to be held received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation Shares of Buyer Common Stock issued to such affiliates of Republic in exchange for shares of Republic Common Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.12 (and Buyer shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Buyer Common Stock issued to Affiliates affiliates of FSB Republic pursuant to this Agreement to enforce the provisions of this Section 8.98.12), except as provided herein. CBC Buyer shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Buyer Common Stock by such Affiliatesaffiliates.

Agreement of Affiliates. FSB has Morgxx xxx disclosed in Section 8.9 of the FSB ----------------------- Disclosure Morgxx Xxxclosure Memorandum all Persons each Person whom it reasonably believes is an "affiliate" --------------------- of FSB for purposes of Rule 145 under the 1933 Act, and CBC has disclosed in Section 8.9 of the CBC Disclosure Memorandum all Persons whom it reasonably --------------------- believes to may be deemed an "affiliate" of CBC for Morgxx xxx purposes of Rule 145 under the 1933 Act. Each of CBC and FSB shall Morgxx xxxll use its reasonable efforts to cause each such Person to deliver to CBC and FSB, Regions not later than thirty (30) days after the date of this AgreementEffective Time, a written agreement, in substantially in the form of Exhibit 1 --------- as to Affiliates of FSB, and substantially in the form of Exhibit 2 as to --------- Affiliates of CBC3, providing that such Person will not sell, pledge, transfer transfer, or otherwise dispose of the shares of FSB Common Morgxx Xxxmon Stock and/or CBC Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer transfer, or otherwise dispose of the shares of Surviving Corporation Regions Common Stock to be held received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. The Surviving Corporation Shares of Regions Common Stock issued to such affiliates of Morgxx xx exchange for shares of Morgxx Xxxmon Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Surviving Corporation Regions Common Stock issued to Affiliates affiliates of FSB pursuant Morgxx xxxsuant to this Agreement to enforce the provisions of this Section 8.9. CBC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Surviving Corporation Common Stock by such Affiliates.), except as provided