Common use of Covenants and Agreements of the Parties Clause in Contracts

Covenants and Agreements of the Parties. Section 5.01. Conduct of Business Prior to Closing. Between the date hereof and the Closing Date: (a) Seller shall cause the Branch Offices to conduct their operations according to their ordinary and usual course of business and shall cause the Branch Offices to maintain their records and books of account in a manner consistent with past practices that fairly and accurately reflects their assets and liabilities, including the Deposits and Account Loans, in accordance with generally accepted accounting principles. Furthermore, Seller shall not (i) engage in any transaction related to the Branch Offices except in the ordinary course of business, other than transactions necessary in connection with the consummation of the transactions contemplated by this Agreement, or (ii) change any of its deposit account or marketing practices at the Branch Offices except as may be required, in Seller's reasonable judgment, to comply with applicable law or regulation or (iii) offer interest on Deposits at one or more Branch Offices at rates in excess of those offered on the same products as Seller's other branch offices; provided, however, that Seller may take any of such actions if it first requests in writing the consent of Purchaser thereto and Purchaser thereafter consents to such action in writing, which consent shall not be unreasonably withheld or delayed; and provided, further, that, without Purchaser's consent, Seller may take any of such actions if Seller reasonably deems any such action to be necessary due to competitive forces in the market place. (b) Seller shall diligently endeavor to retain all Deposit Accounts to be transferred to Purchaser hereunder and to maintain all other customer, employee and business relations at the Branch Offices, except that nothing herein shall restrict any action taken or to be taken by Seller or in the ordinary course of business with respect to the employees of the Branch Offices; (c) Seller shall remove any Excluded Deposits from the Branch Offices and transfer same to other branches or facilities of Seller.

Covenants and Agreements of the Parties. Section 5.01. Conduct of Business Prior to Closing. Between the date hereof and the Closing Date(a) The Company covenants as follows: (a) Seller shall cause the Branch Offices to conduct their operations according to their ordinary and usual course of business and shall cause the Branch Offices to maintain their records and books of account in a manner consistent with past practices that fairly and accurately reflects their assets and liabilities, including the Deposits and Account Loans, in accordance with generally accepted accounting principles. Furthermore, Seller shall not (i) engage The Company will not solicit any offer to buy or offer or sell the Offered Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any transaction related to manner involving a public offering within the Branch Offices except in meaning of Section 4(2) of the ordinary course Securities Act that would be integrated with the purchase. (ii) Neither the Company nor any of business, other than transactions necessary its Affiliates will take any action prohibited by Regulation M under the Exchange Act in connection with the consummation sale and distribution of the transactions Offered Shares contemplated hereby. (iii) As soon as practicable after the Closing Date, the Board shall establish and maintain a Compensation Committee and an Audit Committee which shall be comprised of three (3) independent members of the Board, one of which shall be a director nominated by this Agreement, or the Investor Purchasers. (iiiv) change The Company shall not use more than an aggregate of $62,500 of the net proceeds of the sale of the Offered Shares to repay the Wachovia Debt in the principal amount of $50,000 and a fee in the amount of $12,500 and shall not use any of the proceeds of the sale of Offered Shares or the Rights Offering to repay indebtedness to any Affiliate of the Company or its deposit account or marketing practices at the Branch Offices except Subsidiaries. (v) The Company will take such actions as may be required, in Seller's reasonable judgment, reasonably required to comply with applicable law or regulation or (iii) offer interest on Deposits at one or more Branch Offices at rates in excess carry out the provisions of those offered on this Agreement and the same products as Seller's other branch offices; provided, however, that Seller may take any of such actions if it first requests in writing the consent of Purchaser thereto and Purchaser thereafter consents to such action in writing, which consent shall not be unreasonably withheld or delayed; and provided, further, that, without Purchaser's consent, Seller may take any of such actions if Seller reasonably deems any such action to be necessary due to competitive forces in the market placeTransaction Documents. (b) Seller shall diligently endeavor Each Purchaser hereby consents to retain all Deposit Accounts the Company's conducting a rights offering of up to be transferred $2,000,000 aggregate amount of Common Stock, subject to Purchaser hereunder and increase with the consent of the Investor Purchasers, to maintain all other customer, employee and business relations its stockholders to purchase up to ten (10) shares of Common Stock for each share of Common Stock held by such stockholder at the Branch Officessame price at which the Offered Shares are being purchased pursuant to this Agreement, except provided that nothing herein the amount of shares shall restrict be reduced on a pro rata basis if the aggregate subscriptions exceed $2,000,000 (the "Rights Offering"). Each Purchaser hereby waives any action taken rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to be taken by Seller or participate in the ordinary course of business with respect to the employees of the Branch Offices;such Rights Offering. (c) Seller Each management stockholder set forth on Schedule 7(c) hereto hereby waives any rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to participate in such Rights Offering. (d) The Company shall remove be permitted to use any Excluded Deposits cash proceeds received from the Branch Offices sale of shares of Common Stock pursuant to this Purchase Agreement to repay indebtedness or accrued and transfer same unpaid compensation to other branches or facilities of SellerAffiliates.

Covenants and Agreements of the Parties. Section 5.01. Conduct of Business Prior to Closing. Between the date hereof and the Closing Date(a) The Company covenants as follows: (a) Seller shall cause the Branch Offices to conduct their operations according to their ordinary and usual course of business and shall cause the Branch Offices to maintain their records and books of account in a manner consistent with past practices that fairly and accurately reflects their assets and liabilities, including the Deposits and Account Loans, in accordance with generally accepted accounting principles. Furthermore, Seller shall not (i) engage The Company will not solicit, directly or indirectly, any offer to purchase shares of the Company's Common Stock The Company will not solicit any offer to buy or offer or sell the Offered Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any transaction related to manner involving a public offering within the Branch Offices except in meaning of Section 4(2) of the ordinary course Securities Act that would be integrated with the purchase. (ii) Neither the Company nor any of business, other than transactions necessary its Affiliates will take any action prohibited by Regulation M under the Exchange Act in connection with the consummation sale and distribution of the transactions Offered Shares contemplated hereby. (iii) As soon as practicable after the Closing Date, the Board shall establish and maintain a Compensation Committee and an Audit Committee which shall be comprised of three (3) independent members of the Board, one of which shall be a director nominated by this Agreement, or the Purchasers. (iiiv) change any of its deposit account or marketing practices at the Branch Offices except The Company will take such actions as may be required, in Seller's reasonably required to carry out the provisions of this Agreement and the other Transaction Documents. (v) The Company shall use commercially reasonable judgment, efforts to comply with applicable law or regulation or (iii) offer interest on Deposits at one or more Branch Offices at rates in excess of those offered on the same products as Seller's other branch offices; provided, however, that Seller may take any of such actions if it first requests in writing obtain the consent of Purchaser thereto and Purchaser thereafter consents to such action in writingWachovia Bank, which consent National Association. The Company shall not be unreasonably withheld or delayed; use more than an aggregate of $62,500 of the net proceeds of the sale of the Offered Shares to repay the Wachovia Debt in the principal amount of $50,000 and provided, further, that, without Purchaser's consent, Seller may take a fee in the amount of $12,500 and shall not use any of such actions if Seller reasonably deems the proceeds of the sale of Offered Shares or the Rights Offering to repay indebtedness to any such action Affiliate of the Company or its Subsidiaries. (vi) For so long as any Purchaser is entitled to be necessary due appoint a Director to competitive forces the Board pursuant to the Shareholders Agreement, and for a period of six years thereafter, the Company shall keep in full force and effect officers and directors liability insurance with coverages not less than those set forth in the market placeDisclosure Schedule. (b) Seller shall diligently endeavor Each Purchaser hereby consents to retain all Deposit Accounts the Company's conducting a rights offering of up to be transferred $2,000,000 aggregate amount of Common Stock, subject to Purchaser hereunder and increase with the consent of the Investor Purchasers, to maintain all other customer, employee and business relations its stockholders to purchase up to ten (10) shares of Common Stock for each share of Common Stock held by such stockholder at the Branch Officessame price at which the Offered Shares are being purchased pursuant to this Agreement, except provided that nothing herein the amount of shares shall restrict be reduced on a pro rata basis if the aggregate subscriptions exceed $2,000,000 (the "Rights Offering"). Each Purchaser hereby waives any action taken rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to be taken by Seller or participate in the ordinary course of business with respect to the employees of the Branch Offices;such Rights Offering. (c) Seller Each management shareholder set forth on Schedule 7.3 hereto hereby waives any rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to participate in such Rights Offering. (d) The Company and each Purchaser hereby agree that prior to the Closing the Company shall remove amend its certificate of incorporation in substantially the form attached hereto as EXHIBIT D to increase the authorized shares of the Company to 500,000,000, such amendment to be subject only to the approval of the Company's stockholders at the Stockholders' Meeting. (e) The Company shall use any Excluded Deposits cash proceeds received from the Branch Offices sale of shares of Common Stock pursuant to the Placement Purchase Agreement to repay indebtedness or accrued and transfer same unpaid compensation to other branches or facilities of SellerAffiliates.