Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). TCBI and IBTX agree that, in order to most effectively compensate and retain TCBI Insiders, both prior to and after the Effective Time, it is desirable that TCBI Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI Common Stock and TCBI Preferred Stock into shares of IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding IBTX Equity Awards in the Merger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. TCBI shall deliver to IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the Board of Directors of IBTX and of TCBI, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of TCBI) any dispositions of TCBI Common Stock, TCBI Preferred Stock or TCBI Equity Awards by the TCBI Insiders, and (in the case of IBTX) any acquisitions of IBTX Common Stock, New IBTX Preferred Stock, or IBTX Equity Awards by any TCBI Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). TCBI TCF and IBTX Chemical agree that, in order to most effectively compensate and retain TCBI those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF Insiders”), both prior to and after the Effective Time, it is desirable that TCBI TCF Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI TCF Common Stock, TCF Preferred Stock and TCBI Preferred Stock into shares of IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding IBTX TCF Equity Awards in the Merger consistent with Section 1.8 of this AgreementMerger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.15. TCBI shall deliver to IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the The Board of Directors of IBTX Chemical and of TCBITCF, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, Time take all such steps as may be required to cause (in the case of TCBITCF) any dispositions of TCBI TCF Common Stock, TCBI TCF Preferred Stock or TCBI TCF Equity Awards by the TCBI TCF Insiders, and (in the case of IBTXChemical) any acquisitions of IBTX Chemical Common Stock, Stock or New IBTX Chemical Preferred Stock, or IBTX Equity Awards Stock by any TCBI TCF Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). TCBI TCG and IBTX MB agree that, in order to most effectively compensate and retain TCBI TCG Insiders, both prior to and after the Effective Time, it is desirable that TCBI TCG Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI TCG Common Stock and TCBI TCG Nonvoting Preferred Stock into shares of IBTX MB Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding IBTX Equity Awards in the Merger consistent with Section 1.8 of this AgreementMerger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.186.16. TCBI shall deliver Assuming TCG delivers to IBTX MB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI TCG subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI "TCG Insiders”"), and the Board of Directors of IBTX MB and of TCBITCG, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of TCBI) any dispositions of TCBI TCG Common Stock, TCBI TCG Series A Preferred Stock, TCG Series B Preferred Stock, TCG Nonvoting Preferred Stock, TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards by the TCG Insiders, and any acquisitions of MB Common Stock, MB Series A Preferred Stock or TCBI Equity Awards by the TCBI Insiders, and (in the case of IBTX) any acquisitions of IBTX Common Stock, New IBTX Preferred Stock, or IBTX Equity Awards stock issued pursuant to Section 1.5 by any TCBI TCG Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.. 6.17

Exemption from Liability Under Section. 16(b). TCBI TCF and IBTX Huntington agree that, in order to most effectively compensate and retain TCBI those officers and directors of TCF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCF Insiders”), both prior to and after the Effective Time, it is desirable that TCBI TCF Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI TCF Common Stock, TCF Preferred Stock and TCBI Preferred Stock into shares of IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into corresponding IBTX TCF Equity Awards in the Merger consistent with Section 1.8 of this AgreementMerger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. TCBI shall deliver to IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Insiders”), and the Board The Boards of Directors of IBTX Huntington and of TCBITCF, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (x) in the case of TCBI) TCF, any dispositions of TCBI TCF Common Stock, TCBI TCF Preferred Stock or TCBI TCF Equity Awards by the TCBI Insiders, TCF Insiders and (y) in the case of IBTX) Huntington, any acquisitions of IBTX Huntington Common Stock, New IBTX Huntington Preferred Stock, Stock or IBTX equity awards of Huntington into which the TCF Equity Awards awards are converted by any TCBI TCF Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Huntington subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). TCBI Allegiance and IBTX CBTX agree that, in order to most effectively compensate and retain TCBI Allegiance Insiders, both prior to and after the Effective Time, it is desirable that TCBI Allegiance Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI Allegiance Common Stock and TCBI Preferred Stock into shares of IBTX CBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Allegiance Equity Awards into corresponding IBTX CBTX Equity Awards in the Merger consistent with Section 1.8 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. TCBI Allegiance shall deliver to IBTX CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI Allegiance Insiders”), and the Board of Directors of IBTX CBTX and of TCBIAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of TCBIAllegiance) any dispositions of TCBI Allegiance Common Stock, TCBI Preferred Stock or TCBI Allegiance Equity Awards by the TCBI Allegiance Insiders, and (in the case of IBTXCBTX) any acquisitions of IBTX CBTX Common Stock, New IBTX Preferred Stock, Stock or IBTX CBTX Equity Awards by any TCBI Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). TCBI BANC and IBTX PACW agree that, in order to most effectively compensate and retain TCBI PACW Insiders, both prior to and after the Effective Time, it is desirable that TCBI PACW Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of TCBI PACW Common Stock and TCBI Preferred Stock into shares of IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI PACW Equity Awards into corresponding IBTX BANC Common Stock or BANC Equity Awards Awards, as applicable, in connection with the Merger consistent with Section 1.8 of this AgreementMerger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.186.22. TCBI PACW shall deliver to IBTX BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of TCBI PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “TCBI PACW Insiders”), and the Board of Directors of IBTX BANC and of TCBIPACW, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of TCBIPACW) any dispositions of TCBI PACW Common Stock, TCBI Preferred Stock or TCBI PACW Equity Awards by the TCBI PACW Insiders, and (in the case of IBTXBANC) any acquisitions of IBTX BANC Common Stock, New IBTX Preferred Stock, Stock or IBTX BANC Equity Awards by any TCBI PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Entity Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.