Prior to the Effective Time Sample Clauses

Prior to the Effective Time the Buyer and the Seller shall consult and cooperate with each other concerning alignment of the Buyer Bank's and the Seller Bank's branches following the Effective Time, and the Seller will, if requested by the Buyer, cooperate with the Buyer to cause Seller Bank to prepare and file applications for branch closings with all appropriate Bank Regulators after all of the Requisite Regulatory Approvals have been obtained (without regard to any applicable waiting periods). If for any reason the Merger is not consummated in accordance with the terms of this Agreement, the Buyer will reimburse the Seller for any fees or expenses incurred in connection with the preparation and filing of such applications at the request of the Buyer.

Prior to the Effective Time the Company shall (i) use all reasonable efforts (but not including any payment to holders of Options or Warrants) to obtain all necessary consents from, and provide (in a form acceptable to Parent) any required notices to, holders of Warrants and Options, and (ii) amend the terms of the applicable Stock Option Plan, in each case as is necessary to give effect to the provisions of paragraphs (a) and (b) of this Section 2.07.

Prior to the Effective Time notwithstanding any other provision hereof, the Company may purchase prepaid non-cancellable run-off directors’ and officers’ liability insurance providing coverage for a period of six (6) years from the Closing Date with respect to claims arising from or related to facts or events which occur on or prior to the Closing Date, provided that the total cost of such run-off directors’ and officers’ liability insurance shall not exceed 300% of the current annual aggregate premium for directors’ and officers’ liability insurance currently maintained by the Company and its subsidiaries, as disclosed to the Purchaser before the date of this Agreement.

Prior to the Effective Time. (a) the ------------------ Board of Directors of Purchaser, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition by any officer or director of the Target who may become a covered person of Purchaser for purposes of Section 16 of the 1934 Act (together with the rules and regulations thereunder, "Section 16"), of shares of Purchaser Common Stock or options to purchase shares of Purchaser Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16; and (b) the Board of Directors of Purchaser, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director Target who is a covered person of Target for purposes of Section 16 of shares of Purchaser Common Stock pursuant to this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.

Prior to the Effective Time except as contemplated by this Agreement, unless the Company has consented in writing thereto, the Purchaser: (i) Shall promptly notify the Company of any breach of any representation or warranty contained herein or any Material Adverse Effect with respect to the Purchaser; (ii) Shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (iii) Shall not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests; (iv) Shall, and shall cause each of its Subsidiaries to, conduct the operations of its lodging facilities according to their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (v) Shall not amend its Certificate of Incorporation or Bylaws or comparable governing instruments in any way that would have an adverse impact on the transactions contemplated by this Agreement, or which would amend or modify the terms or provisions of the capital stock of the Purchaser other than any amendment to its Certificate of Incorporation to increase the number of authorized shares of capital stock; (vi) Shall not, and shall not permit any of its Subsidiaries to, settle or compromise any pending or threatened suit, action or claim relating to the transactions contemplated hereby; (vii) Shall not, and shall not permit any of its Subsidiaries to, take any action which would jeopardize the treatment of the Purchaser's acquisition of the Company as a pooling of interests for accounting purposes; and

Prior to the Effective Time. Buyer agrees to cause the shares of Buyer Common Stock issuable, and those required to be reserved for issuance, in connection with the Merger to be authorized for listing on NASDAQ, subject to official notice of issuance.

Prior to the Effective Time. Buyer shall purchase, or shall direct ASBB to purchase, an extended reporting period endorsement under ASBB’s existing directors’ and officers’ liability insurance coverage (“ASBB D&O Policy”) for acts or omissions occurring prior to the Effective Time by such directors and officers currently covered by ASBB’s D&O Policy. The directors and officers of ASBB shall take all reasonable actions required by the insurance carrier necessary to procure such endorsement. Such endorsement shall provide such directors and officers with coverage following the Effective Time for six years.

Prior to the Effective Time. WCBI shall accelerate the vesting of any outstanding shares of restricted stock awarded under the WCBI Recognition and Retention Plan ("WCBI RRP") so that such shares shall vest and be distributed from the trust established to hold such shares immediately prior to the Effective Time. Prior to the Effective Time, any shares held by the trust under the WCBI RRP which were not awarded to eligible employees, eligible directors or eligible directors emeritus prior to the execution of this Agreement, shall be cancelled and the WCBI RRP shall be terminated, effective as of the Effective Time.

Prior to the Effective Time. USAV shall give notice to the USAV Employees (such notices to be in the agreed terms) terminating their employment as of the Effective Time and at the same time BARRA shall give notice (such notice to be in the agreed terms) to the USAV Employees offering them re-employment with BARRA with effect from the Effective Time.

Prior to the Effective Time. First Bancorp shall notify The Nasdaq Stock Market of the additional shares of First Bancorp Common Stock to be issued by First Bancorp in exchange for the shares of Home Building Bancorp Common Stock.