Common use of Shareholder Approvals Clause in Contracts

Shareholder Approvals. (a) Each of CBC and SCB shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) in the case of CBC, the CBC Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC and SCB, respectively, the CBC Shareholder Approval and the SCB Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligation.

Shareholder Approvals. (a) Each of CBC South State and SCB CenterState shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “CBC South State Meeting” and the “SCB CenterState Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement S-4 is declared effective, for the purpose of obtaining (a) in the case of CBCCenterState, the CBC Shareholder Approval andRequisite CenterState Vote, and in the case of SCBSouth State, the SCB Shareholder Approval required in connection with this Agreement and the Merger Requisite South State Vote, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC CenterState and SCB South State shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC South State and SCB CenterState and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), shall use its reasonable best efforts to obtain from the shareholders of CBC South State and SCBCenterState, respectivelyas applicable, the CBC Shareholder Approval Requisite South State Vote and the SCB Shareholder ApprovalRequisite CenterState Vote, respectivelyas applicable, including by communicating to the respective shareholders of CBC South State and SCB CenterState its recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreementthat, in the case of CBCSouth State, and that the shareholders of SCB South State adopt and approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby and approve the South State Articles Amendment (the “South State Board Recommendation”), and, in the case of SCB CenterState, the shareholders of CenterState adopt and approve this Agreement and the transactions contemplated hereby (the “CBC CenterState Board Recommendation” and the “SCB Board Recommendation,” respectively”). Except as provided in Section 7.01(c), each Each of CBC South State and SCB CenterState and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC South State Board Recommendation, in the case of CBCSouth State, or the SCB CenterState Board Recommendation, in the case of SCBCenterState, (ii) fail to make the CBC South State Board Recommendation, in the case of CBCSouth State, or the SCB CenterState Board Recommendation, in the case of SCBCenterState, in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, Proposal or (B) reaffirm the CBC South State Board Recommendation, in the case of CBCSouth State, or the SCB CenterState Board Recommendation, in the case of SCBCenterState, in each case, case within ten (10) Business Days business days (or such fewer number of days as remains prior to the CBC South State Meeting or the SCB CenterState Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, foregoing a “Recommendation Change”). (c) Subject . However, subject to Section 9.01 8.1 and Section 9.028.2, if the Board of Directors of CBC South State or SCBCenterState, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC South State Board Recommendation or the SCB CenterState Board Recommendation, as applicable, such Board of Directors may, in the case of CBCSouth State, prior to the receipt of the CBC Shareholder ApprovalRequisite South State Vote, and in the case of SCBCenterState, prior to the receipt of the SCB Shareholder ApprovalRequisite CenterState Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Lawlaw; provided, provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Daysbusiness days’ prior written notice of its intention to effect take such Recommendation Change action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), ) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC South State Board Recommendation or SCB CenterState Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 6.3 and will require a new notice period as referred to in this Section 7.016.3. CBC or SCB Neither South State nor CenterState shall adjourn or postpone the CBC South State Meeting or the SCB CenterState Meeting, as the case may be, except that South State or CenterState (1) shall be permitted to adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the South State Board or the CenterState Board, as the case may be, has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by such party’s shareholders prior to the South State Meeting or the CenterState Meeting, as the case may be and (2) shall adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC South State Common Stock or SCB CenterState Common Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC CenterState or SCBSouth State, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval Requisite CenterState Vote or the SCB Shareholder ApprovalRequisite South State Vote; provided that, without the prior written consent of the other party, neither South State nor CenterState shall adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, under this clause (2) for more than five (5) business days in the case of any individual adjournment or postponement or more than twenty (20) business days in the aggregate. If the CenterState Meeting or the South State Meeting is adjourned or postponed, South State and CenterState will use their reasonable best efforts to cause the South State Meeting or the CenterState Meeting, as the case may be, to also be adjourned or postponed such that the meetings occur on the same date. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC South State Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC South State at the CBC South State Meeting and (y) the SCB CenterState Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB CenterState at the SCB CenterState Meeting, and nothing contained herein shall be deemed to relieve either CBC South State or SCB CenterState of such obligation.

Shareholder Approvals. (a) Each of CBC BHRB and SCB LNKB shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “CBC BHRB Meeting” and the “SCB LNKB Meeting,” ”, respectively) to be held as soon as reasonably practicable after the Registration Statement S-4 is declared effective, for the purpose of obtaining (ai) in the case of CBCLNKB, the CBC Shareholder Approval andRequisite LNKB Vote, and in the case of SCBBHRB, the SCB Shareholder Approval required in connection with this Agreement and the Merger Requisite BHRB Vote, and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC LNKB and SCB BHRB shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtuallySubject to the remainder of this Section 6.03, subject to applicable Law each of BHRB and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB LNKB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), shall use its reasonable best efforts to obtain from the shareholders of CBC BHRB and SCBthe shareholders of LNKB, respectivelyas applicable, the CBC Shareholder Approval Requisite BHRB Vote and the SCB Shareholder ApprovalRequisite LNKB Vote, respectivelyas applicable, including by communicating to the respective shareholders of CBC BHRB and SCB LNKB, as applicable its recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreementthat, in the case of CBCBHRB, and that the shareholders of SCB BHRB approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby (the “BHRB Board Recommendation”), and, in the case of SCB LNKB, the shareholders of LNKB approve this Agreement and the transactions contemplated hereby (the “CBC LNKB Board Recommendation” and the “SCB Board Recommendation,” respectively”). Except as provided in Subject to the remainder of this Section 7.01(c)6.03, each of CBC BHRB and SCB LNKB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC BHRB Board Recommendation, in the case of CBCBHRB, or the SCB LNKB Board Recommendation, in the case of SCBLNKB, (ii) fail to make the CBC BHRB Board Recommendation, in the case of CBCBHRB, or the SCB LNKB Board Recommendation, in the case of SCBLNKB, in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, Proposal or (B) reaffirm the CBC BHRB Board Recommendation, in the case of CBCBHRB, or the SCB LNKB Board Recommendation, in the case of SCBLNKB, in each case, case within ten (10) Business Days business days (or such fewer number of days as remains prior to the CBC BHRB Meeting or the SCB LNKB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, foregoing a “Recommendation Change”). (c) Subject . However, subject to Section 9.01 8.01 and Section 9.028.02, if the Board of Directors of CBC BHRB or SCBLNKB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC BHRB Board Recommendation or the SCB LNKB Board Recommendation, as applicable, such Board of Directors may, in the case of CBCBHRB, prior to the receipt of the CBC Shareholder ApprovalRequisite BHRB Vote, and in the case of SCBLNKB, prior to the receipt of the SCB Shareholder ApprovalRequisite LNKB Vote, submit effect a Recommendation Change, including by submitting this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation such Recommendation Change to its shareholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Lawlaw; provided, provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Daysbusiness days’ prior written notice of its intention to effect take such Recommendation Change action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), ) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC BHRB Board Recommendation or SCB LNKB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 6.03 and will require a new notice period as referred to in this Section 7.016.03. CBC or SCB Neither BHRB nor LNKB shall adjourn or postpone the CBC BHRB Meeting or the SCB LNKB Meeting, as the case may be, except that BHRB or LNKB (1) shall be permitted to adjourn or postpone the BHRB Meeting or the LNKB Meeting, as the case may be, to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of BHRB or the Board of Directors of LNKB, as the case may be, has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by such party’s shareholders prior to the BHRB Meeting or the LNKB Meeting, as the case may be, and (2) shall adjourn or postpone the BHRB Meeting or the LNKB Meeting, as the case may be, up to two times, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC BHRB Common Stock or SCB LNKB Common Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC BHRB or SCBLNKB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval Requisite BHRB Vote or the SCB Shareholder ApprovalRequisite LNKB Vote; provided that, without the prior written consent of the other party, neither BHRB nor LNKB shall adjourn or postpone the BHRB Meeting or the LNKB Meeting, as the case may be, under this clause (2) for more than five (5) business days in the case of any individual adjournment or postponement or more than ten (10) business days in the aggregate. If the BHRB Meeting or the LNKB Meeting is adjourned or postponed, LNKB or BHRB, respectively, may elect to cause the LNKB Meeting or the BHRB Meeting, respectively, to also be adjourned such that the meetings occur on the same date. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC BHRB Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC BHRB at the CBC BHRB Meeting and (y) the SCB LNKB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB LNKB at the SCB LNKB Meeting, and nothing contained herein shall be deemed to relieve either CBC BHRB or SCB LNKB of such obligation.

Shareholder Approvals. (a) Each of CBC and SCB shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) in the case of CBC, the CBC Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC and SCB, respectively, the CBC Shareholder Approval and the SCB Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless Unless this Agreement has been terminated in accordance with its terms, First South shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, First South shall take, in accordance with applicable Law and its Certificate of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and hold First South’s Shareholders’ Meeting as soon as reasonably practicable. The First South Board shall recommend that its shareholders approve this Agreement in accordance with the VSCA (xthe “First South Recommendation”) and shall include such recommendation in the CBC Meeting Joint Proxy Statement/Prospectus, except to the extent the First South’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to Section 7.1(b) and 7.3, First South shall solicit and use its commercially reasonable efforts to obtain the Requisite First South Shareholder Vote. (b) Neither First South’s Board nor any committee thereof shall, except as expressly permitted by this Section 7.1(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Carolina Financial, the First South Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite First South Shareholder Vote, the First South’s Board may make an Adverse Recommendation Change if and only if (A) a material development or material change in circumstance occurs, arises or becomes known to First South’s Board after the date of this Agreement unrelated to any potential or actual Acquisition Proposal (such material development or change in circumstances being referred to as an “Intervening Event”) and First South’s Board determines in good faith, after consultation with First South’s outside counsel, that in light of such Intervening Event an Adverse Recommendation Change is required in order for First South’s Board to comply with its fiduciary obligations to First South’s shareholders under applicable Law, or (B): (i) First South’s Board determines in good faith, after consultation with the First South Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (ii) First South’s Board determines in good faith, after consultation with First South’s outside counsel, that a failure to accept such Superior Proposal would result in First South’s Board breaching its fiduciary duties to First South and its shareholders under applicable Law; (iii) First South’s Board provides written notice (a “Notice of Recommendation Change”) to Carolina Financial of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be convened reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, First South shall negotiate in good faith with Carolina Financial (if requested by Carolina Financial) and provide Carolina Financial reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the First South Board to proceed without an Adverse Recommendation Change (provided, however, that Carolina Financial shall not be submitted required to propose any such adjustments); and (v) First South’s Board, following such five business day period, again determines in good faith, after consultation with the First South Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to First South and its shareholders under applicable Law. (c) Notwithstanding any other provision of this Agreement, except to the extent prohibited by the VSCA as determined by First South after consultation with First South’s outside counsel, First South shall submit this Agreement to its shareholders at the First South’s Shareholders’ Meeting even if First South’s Board has made an Adverse Recommendation Change, in which case the First South’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of CBC at First South in the CBC Meeting and Joint Proxy Statement/Prospectus or any appropriate amendment or supplement thereto; provided, however, that First South may postpone or adjourn First South’s Shareholders’ Meeting: (yi) with the SCB Meeting shall be convened and this Agreement shall be submitted consent of Carolina Financial; (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the shareholders of SCB at First South within a reasonable period of time in advance of First South’s Shareholders’ Meeting; (iv) to allow reasonable additional time to solicit additional proxies; (v) if required by applicable Law; or (vi) if First South has provided a Notice of Recommendation Change to Carolina Financial pursuant to Section 7.1(b)(iii) and the SCB Meetingnotice period contemplated by Section 7.1(b)(iii) has not yet expired. (d) Carolina Financial shall submit to its stockholders this Agreement and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement, including the issuance of the Merger Consideration. In furtherance of that obligation, Carolina Financial shall take, in accordance with applicable Law and its Certificate of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and nothing contained herein hold Carolina Financial’s Stockholders’ Meeting as soon as reasonably practicable. The Carolina Financial Board shall be deemed recommend that its stockholders approve this Agreement in accordance with the DGCL and approve the issuance of the Merger Consideration in accordance with the rules and regulations of the NASDAQ Stock Market and shall include such recommendations in the Joint Proxy Statement/Prospectus. Carolina Financial shall solicit and use its reasonable best efforts to relieve either CBC or SCB of such obligationobtain the Requisite Carolina Financial Stockholder Votes.

Shareholder Approvals. (a) Each of CBC and SCB shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to be held as soon As promptly as reasonably practicable after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining (a) in the case of CBC, the CBC UBSH Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings meeting to occur as soon as reasonably practicable (such meeting and on any adjournment or postponement thereof, the same date“UBSH Shareholders Meeting”). Such meetings may be held virtuallySubject to Section 5.5, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(cof UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain from the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of CBC and SCB, respectively, obtaining the CBC XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the SCB Shareholder Approval“XBKS Shareholders Meeting”). Subject to Section 5.5, respectively, including by communicating the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms approval of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby, in including the case of SCB Merger (the “CBC XBKS Board Recommendation” and the “SCB Board Recommendation,” respectively”). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make include the CBC XBKS Board Recommendation, Recommendation in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Joint Proxy Statement/Prospectus, and (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention solicit and use its reasonable best efforts to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm obtain the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”)XBKS Shareholder Approval. (c) Subject UBSH and XBKS shall use their reasonable best efforts to Section 9.01 hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC XBKS Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board RecommendationUBSH, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes sole shareholder of this Section 7.01 Union Bank, and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB MeetingXBKS, as the case may besole shareholder of XBKS, ifeach in such capacity, as of will approve the time for which such Bank Merger Agreement, whether at a meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligationwritten consent.

Shareholder Approvals. (a) Each of CBC Umpqua and SCB Columbia shall call, give notice of, convene and hold call a meeting of its shareholders (the “CBC Umpqua Meeting” and the “SCB Columbia Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement S-4 is declared effective, for the purpose of obtaining (a) in the case of CBC, Requisite Umpqua Vote and the CBC Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval Requisite Columbia Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC Umpqua and SCB Columbia shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC Columbia and SCB Umpqua and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), shall use its reasonable best efforts to obtain from the shareholders of CBC Columbia and SCBUmpqua, respectivelyas applicable, the CBC Shareholder Approval Requisite Columbia Vote and the SCB Shareholder ApprovalRequisite Umpqua Vote, respectivelyas applicable, including by communicating to the respective shareholders of CBC Columbia and SCB Umpqua its recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders of CBC Umpqua approve the principal terms of this Agreement, in the case of CBCthe Board of Directors of Umpqua, and that the shareholders of SCB or approve the principal terms of this Agreement Columbia Share Issuance and the SCB Bylaw Columbia Articles Amendment, in the case of SCB the Board of Directors of Columbia (the “CBC Umpqua Board Recommendation” and the “SCB Columbia Board Recommendation,” respectively). Except as provided in Section 7.01(c), each Each of CBC Columbia and SCB Umpqua and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Columbia Board Recommendation, in the case of CBCColumbia, or the SCB Umpqua Board Recommendation, in the case of SCBUmpqua, (ii) fail to make the CBC Columbia Board Recommendation, in the case of CBCColumbia, or the SCB Umpqua Board Recommendation, in the case of SCBUmpqua, in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, Proposal or (B) reaffirm the CBC Columbia Board Recommendation, in the case of CBCColumbia, or the SCB Umpqua Board Recommendation, in the case of SCBUmpqua, in each case, case within ten (10) Business Days business days (or such fewer number of days as remains prior to the CBC Columbia Meeting or the SCB Umpqua Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject . However, subject to Section 9.01 8.1 and Section 9.028.2, if the Board of Directors of CBC Columbia or SCBUmpqua, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC Columbia Board Recommendation or the SCB Umpqua Board Recommendation, as applicable, such Board of Directors may, in the case of CBCColumbia, prior to the receipt of the CBC Shareholder ApprovalRequisite Columbia Vote, and in the case of SCBUmpqua, prior to the receipt of the SCB Shareholder ApprovalRequisite Umpqua Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Lawlaw; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three four (34) Business Daysbusiness days’ prior written notice of its intention to effect take such Recommendation Change action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), ) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC Columbia Board Recommendation or SCB Umpqua Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 6.3 and will require a new notice period as referred to in this Section 7.016.3. CBC Columbia or SCB Umpqua shall adjourn or postpone the CBC Columbia Meeting or the SCB Umpqua Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Columbia Common Stock or SCB Umpqua Common Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC Umpqua or SCBColumbia, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval Requisite Umpqua Vote or the SCB Shareholder ApprovalRequisite Columbia Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Columbia Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC Columbia at the CBC Columbia Meeting and (y) the SCB Umpqua Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB Umpqua at the SCB Umpqua Meeting, and nothing contained herein shall be deemed to relieve either CBC Columbia or SCB Umpqua of such obligation.

Shareholder Approvals. (a) Each of CBC Partners and SCB LINK shall call, give notice of, convene and hold a meeting of its shareholders shareholders, respectively (the “CBC Partners Meeting” and the “SCB LINK Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement S-4 is declared effective, for the purpose of obtaining (a) in the case of CBCPartners, the CBC Shareholder Approval Requisite Partners Vote and, in the case of SCBLINK, the SCB Shareholder Approval Requisite LINK Vote, respectively, required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC Partners and SCB LINK shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and to set the same record date for such meetings. Such meetings may be held virtually, subject to applicable Law law and the organizational documents of CBC Partners and SCBLINK, as applicable. (b) Each Subject to Section 6.4(c), each of CBC LINK and SCB Partners and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), shall use its reasonable best efforts to obtain from the shareholders of CBC LINK and SCBthe shareholders of Partners, respectively, the CBC Shareholder Approval Requisite LINK Vote and the SCB Shareholder ApprovalRequisite Partners Vote, respectively, including by communicating to the respective shareholders of CBC LINK and SCB shareholders of Partners its recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreementthat, in the case of CBCLINK, and that the shareholders of SCB LINK approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby, including but not limited to the Charter Amendment (the “LINK Board Recommendation”) and, in the case of SCB Partners, that the shareholders of Partners approve this Agreement and the transactions contemplated hereby (the “CBC Partners Board Recommendation” and the “SCB Board Recommendation,” respectively”). Except as provided in Subject to Section 7.01(c6.4(c), each of CBC LINK and SCB Partners and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC LINK Board Recommendation, in the case of CBCLINK, or the SCB Partners Board Recommendation, in the case of SCBPartners, (ii) fail to make the CBC LINK Board Recommendation, in the case of CBCLINK, or the SCB Partners Board Recommendation, in the case of SCBPartners, in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, Proposal or (B) reaffirm the CBC LINK Board Recommendation, in the case of CBCLINK, or the SCB Partners Board Recommendation, in the case of SCBPartners, in each case, case within ten (10) Business Days business days (or such fewer number of days as remains prior to the CBC LINK Meeting or the SCB Partners Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 8.1 and Section 9.028.2, if the Board of Directors of CBC LINK or SCBPartners, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC LINK Board Recommendation or the SCB Partners Board Recommendation, as applicable, such Board of Directors may, in the case of CBCLINK, prior to the receipt of the CBC Shareholder ApprovalRequisite LINK Vote submit the Agreement to its shareholders, and in the case of SCBPartners, prior to the receipt of the SCB Shareholder ApprovalRequisite Partners Vote, submit this Agreement to its shareholders shareholders, in each case, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Lawlaw; provided, that such Board of Directors may not take any actions under this sentence unless it (i) such action is taken in response to an Acquisition Proposal that is not withdrawn as of the time of taking such action and such Acquisition Proposal constitutes a Superior Proposal and did not result from a breach of Section 6.14, and (ii) such Board of Directors (A) gives the other party at least three (3) Business Daysbusiness days’ prior written notice of its intention to effect take such Recommendation Change action and a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event including its basis for determining that such action is taken in response to an Acquisition Proposal, Proposal constitutes a Superior Proposal and the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof), or describe (B) during such three (3) business day period, the party taking such action has considered and negotiated (and has caused its Representatives to consider and negotiate) with the other party in reasonable detail good faith (to the extent that such other event party desires to so negotiate) regarding any adjustments or circumstances)modifications to the terms and conditions of this Agreement, and (BC) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party (if applicable) and, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that (x) it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC LINK Board Recommendation or SCB Partners Board Recommendation, as the case may be, and (y) such Acquisition Proposal continues to constitute a Superior Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 6.4(c) and will require a new determination and notice period as referred to in this Section 7.01. CBC 6.4(c). (d) Subject to applicable law, LINK or SCB Partners shall adjourn or postpone the CBC LINK Meeting or the SCB Partners Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC LINK Common Stock or SCB Partners Common Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC LINK or SCBPartners, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval Requisite LINK Vote or the SCB Shareholder ApprovalRequisite Partners Vote, and subject to the terms and conditions of this Agreement, Partners or LINK, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite Partners Vote or the Requisite LINK Vote, respectively; provided however, that neither LINK nor Partners shall be required to adjourn or postpone the LINK Meeting or the Partners Meeting, as the case may be, more than two (2) times. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Partners Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC Partners at the CBC Partners Meeting and (y) the SCB LINK Meeting shall be convened and this the Agreement shall be submitted to the shareholders of SCB LINK at the SCB LINK Meeting, and nothing contained herein shall be deemed to relieve either CBC LINK or SCB Partners of such obligation.

Shareholder Approvals. (a) Each of CBC Peoples and SCB NB&T Financial shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and hold a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to be held and, as soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) in the case of CBC, the CBC Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before hold a meeting of its shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meetingand, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur except as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c)otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain from the shareholders relevant shareholder approvals, in each case as promptly as practicable for the purpose of CBC and SCB, respectively, obtaining the CBC Peoples Shareholder Approval Adoption and the SCB NB&T Financial Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC Adoption. Each party shall cooperate and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to keep the other party informed on a current basis regarding its solicitation efforts and voting results following the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any dissemination of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board shareholders of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description each party. Each member of the event or circumstances giving rise NB&T Financial Board shall have executed and delivered to its determination to take such action (including, in Peoples a Voting Agreement concurrently with the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes execution of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder ApprovalAgreement. Notwithstanding anything to the contrary hereincontained in this Agreement, unless NB&T Financial shall not be required to hold the NB&T Financial Meeting if this Agreement has been is terminated pursuant to Section 8.01 prior to the scheduled time of the NB&T Financial Meeting. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, NB&T Financial shall solicit, and use its reasonable best efforts to obtain, the NB&T Financial Shareholder Adoption at the NB&T Financial Meeting. Subject to Section 6.06(d), NB&T Financial shall (i) through the NB&T Financial Board, recommend to its shareholders adoption of this Agreement (the “NB&T Financial Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. In connection with the requirements of this Section, NB&T Financial shall cause an independent entity to be appointed as the trustee of, or fiduciary with respect to, the NB&T Financial ESOP (the “Independent Trustee”). The Independent Trustee shall conduct the vote of participants in accordance with the requirements of Code section 409(e) and shall vote, or direct the trustee of the NB&T Financial ESOP how to vote, the NB&T Financial Common Shares at the meeting of the shareholders contemplated by the terms of this Section in accordance with its termsERISA fiduciary duties. (c) Peoples shall solicit, (x) and use its reasonable best efforts to obtain, the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC Peoples Shareholder Adoption at the CBC Meeting Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement, and (yii) include such recommendation in the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligationJoint Proxy Statement/Prospectus.

Shareholder Approvals. (a) Each of CBC FBMS and SCB HSBI shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC FBMS Meeting” and the “SCB HSBI Meeting,” respectively) to be held as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, effective for the purpose of obtaining (a) in the case of CBC, the CBC Requisite FBMS Shareholder Approval and, in and the case of SCB, the SCB Requisite HSBI Shareholder Approval required in connection with this Agreement and the Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions issuance of shares contemplated therebythereby (as applicable). Each The board of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and directors of each of CBC FBMS and SCB HSBI shall use its commercially reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC FBMS and SCBHSBI, respectivelyas the case may be, the CBC Shareholder Approval and the SCB Requisite FBMS Shareholder Approval, respectivelyin the case of FBMS, and the Requisite HSBI Shareholder Approval, in the case of HSBI, including by communicating to the its respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC they approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel andincluding, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition ProposalFBMS, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, FBMS Common Stock Issuance. FBMS or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB HSBI shall adjourn or postpone the CBC FBMS Meeting or the SCB HSBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC FBMS Common Stock or SCB Common the HSBI Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC FBMS or SCB, HSBI as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Requisite FBMS Shareholder Approval or the SCB Requisite HSBI Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) each of the CBC FBMS Meeting and HSBI Meeting shall be convened convened, the FBMS Stock Issuance and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened FBMS, and this Agreement shall be submitted to the shareholders of SCB HSBI, at the SCB FBMS Meeting and HSBI Meeting, respectively, for the purpose of voting on the approval of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBC FBMS or SCB HSBI of such obligation. FBMS and HSBI shall use their commercially reasonable efforts to cooperate to hold the FBMS Meeting and HSBI Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, and to set the same record date for each such meeting. (b) Except to the extent HSBI has made an HSBI Subsequent Determination in accordance with Section 5.09, (i) the board of directors of HSBI shall at all times prior to and during the HSBI Meeting recommend approval of this Agreement and the transactions contemplated hereby (including the Merger) by the shareholders of HSBI and any other matters required to be approved by HSBI’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “HSBI Recommendation”) and (ii) shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of FBMS or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the HSBI Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite HSBI Shareholder Approval, HSBI will not adjourn or postpone the HSBI Meeting unless HSBI is advised by counsel that failure to do so would reasonably be expected to result in a breach of the fiduciary duties of the board of directors of HSBI. HSBI shall keep FBMS updated with respect to the proxy solicitation results in connection with the HSBI Meeting as reasonably requested by FBMS. (c) The board of directors of FBMS shall at all times prior to and during the FBMS Meeting recommend approval of this Agreement and the transactions contemplated hereby (including the Merger and the FBMS Common Stock Issuance) by the shareholders of FBMS and any other matters required to be approved by FBMS’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “FBMS Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of HSBI or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include such recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite FBMS Shareholder Approval, FBMS will not adjourn or postpone the FBMS Meeting. FBMS shall keep HSBI updated with respect to the proxy solicitation results in connection with the FBMS Meeting as reasonably requested by HSBI.

Shareholder Approvals. (a) Each of CBC them shall take, in accordance with applicable law, National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System ("NMS") rules, in the case of Meridian, and SCB shall callNYSE rules, give notice ofin the case of CoreStates, convene and hold a its respective articles of incorporation and by-laws, all action necessary to convene, respectively, (i) an appropriate meeting of its shareholders of CoreStates to consider and vote upon (A) an amendment to the articles of incorporation of CoreStates to increase the number of authorized shares of CoreStates Common Stock in an amount at least sufficient to consummate the Merger and the transactions contemplated thereby and (B) the approval of this Plan (the “CBC "CoreStates Meeting” "), and (ii) an appropriate meeting of shareholders of Meridian to consider and vote upon the approval of this Plan (the "Meridian Meeting"; each of the CoreStates Meeting and the “SCB Meridian meeting, a "Meeting,” "), respectively) to be held , as soon promptly as reasonably practicable after the Registration Statement (as defined in Section 5.03) is declared effective, for the purpose . The Board of obtaining (a) in the case Directors of CBC, the CBC Shareholder Approval and, in the case each of SCB, the SCB Shareholder Approval required in connection with this Agreement CoreStates and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the Meridian will recommend approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meetingsuch matters, and each of CBC CoreStates and SCB shall use Meridian will take all reasonable lawful action to solicit such approval by its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same daterespective shareholders. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC and SCB, respectively, the CBC Shareholder Approval and the SCB Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of Notwithstanding the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC Meridian may determine not to recommend or SCBsolicit approval of the Merger or may withdraw its recommendation in favor of the Merger if it receives a written opinion of counsel that recommending or soliciting approval of the Merger, after receiving or failing to withdraw its recommendation, would constitute a breach or failure on the advice part of its outside counsel and, the Meridian Board of Directors to perform the duties of their office and any liability for such breach or failure would not be covered under Meridian's directors' and officers' liability insurance policy. Meridian and CoreStates shall coordinate and cooperate with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end timing of such notice period, takes into account any amendment or modification meetings and shall use their best efforts to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which hold such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if meetings on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligationsame day.

Shareholder Approvals. (a) Each of CBC and SCB shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) in the case of CBC, the CBC Shareholder Approval and, in the case of SCB, the SCB Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC and SCB, respectively, the CBC Shareholder Approval and the SCB Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless Unless this Agreement has been terminated in accordance with its terms, First South shall submit to its shareholders this Agreement and any other matters required to be approved by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, First South shall take, in accordance with applicable Law and its Certificate of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and hold First South’s Shareholders’ Meeting as soon as reasonably practicable. The First South Board shall recommend that its shareholders approve this Agreement in accordance with the VSCA (xthe “First South Recommendation”) and shall include such recommendation in the CBC Meeting Joint Proxy Statement/Prospectus, except to the extent the First South’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. Subject to Section 7.1(b) and 7.3, First South shall solicit and use its commercially reasonable efforts to obtain the Requisite First South Shareholder Vote. (b) Neither First South’s Board nor any committee thereof shall, except as expressly permitted by this Section 7.1(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Carolina Financial, the First South Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to the Requisite First South Shareholder Vote, the First South's Board may make an Adverse Recommendation Change if and only if (A) a material development or material change in circumstance occurs, arises or becomes known to First South’s Board after the date of this Agreement unrelated to any potential or actual Acquisition Proposal (such material development or change in circumstances being referred to as an “Intervening Event”) and First South’s Board determines in good faith, after consultation with First South’s outside counsel, that in light of such Intervening Event an Adverse Recommendation Change is required in order for First South’s Board to comply with its fiduciary obligations to First South’s shareholders under applicable Law, or (B): (i) First South’s Board determines in good faith, after consultation with the First South Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (ii) First South’s Board determines in good faith, after consultation with First South’s outside counsel, that a failure to accept such Superior Proposal would result in First South’s Board breaching its fiduciary duties to First South and its shareholders under applicable Law; (iii) First South’s Board provides written notice (a “Notice of Recommendation Change”) to Carolina Financial of its receipt of the Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five business day period referred to in this clause (iii) and in clauses (iv) and (v) shall be convened reduced to three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, First South shall negotiate in good faith with Carolina Financial (if requested by Carolina Financial) and provide Carolina Financial reasonable opportunity during the subsequent five business day period to make such adjustments in the terms and conditions of this Agreement as would enable the First South Board to proceed without an Adverse Recommendation Change (provided, however, that Carolina Financial shall not be submitted required to propose any such adjustments); and (v) First South's Board, following such five business day period, again determines in good faith, after consultation with the First South Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to First South and its shareholders under applicable Law. (c) Notwithstanding any other provision of this Agreement, except to the extent prohibited by the VSCA as determined by First South after consultation with First South’s outside counsel, First South shall submit this Agreement to its shareholders at the First South’s Shareholders’ Meeting even if First South’s Board has made an Adverse Recommendation Change, in which case the First South’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of CBC at First South in the CBC Meeting and Joint Proxy Statement/Prospectus or any appropriate amendment or supplement thereto; provided, however, that First South may postpone or adjourn First South’s Shareholders’ Meeting: (yi) with the SCB Meeting shall be convened and this Agreement shall be submitted consent of Carolina Financial; (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the shareholders of SCB at First South within a reasonable period of time in advance of First South’s Shareholders’ Meeting; (iv) to allow reasonable additional time to solicit additional proxies; (v) if required by applicable Law; or (vi) if First South has provided a Notice of Recommendation Change to Carolina Financial pursuant to Section 7.1(b)(iii) and the SCB Meetingnotice period contemplated by Section 7.1(b)(iii) has not yet expired. (d) Carolina Financial shall submit to its stockholders this Agreement and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement, including the issuance of the Merger Consideration. In furtherance of that obligation, Carolina Financial shall take, in accordance with applicable Law and its Certificate of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and nothing contained herein hold Carolina Financial’s Stockholders’ Meeting as soon as reasonably practicable. The Carolina Financial Board shall be deemed recommend that its stockholders approve this Agreement in accordance with the DGCL and approve the issuance of the Merger Consideration in accordance with the rules and regulations of the NASDAQ Stock Market and shall include such recommendations in the Joint Proxy Statement/Prospectus. Carolina Financial shall solicit and use its reasonable best efforts to relieve either CBC or SCB of such obligationobtain the Requisite Carolina Financial Stockholder Votes.

Shareholder Approvals. (a) Each of CBC CBAN and SCB FSRL shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC CBAN Meeting” and the “SCB FSRL Meeting,” respectively) to be held as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, effective for the purpose of obtaining (a) in the case of CBC, the CBC Requisite CBAN Shareholder Approval and, in and the case of SCB, the SCB Requisite FSRL Shareholder Approval required in connection with this Agreement and the Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions issuance of shares contemplated therebythereby (as applicable). Each The board of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and directors of each of CBC CBAN and SCB FSRL shall use its commercially reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC CBAN and SCBFSRL, respectivelyas the case may be, the CBC Shareholder Approval and the SCB Requisite CBAN Shareholder Approval, respectivelyin the case of CBAN, and the Requisite FSRL Shareholder Approval, in the case of FSRL, including by communicating to the its respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC they approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel andincluding, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition ProposalCBAN, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, CBAN Common Stock Issuance. CBAN or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB FSRL shall adjourn or postpone the CBC CBAN Meeting or the SCB FSRL Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC CBAN Common Stock or SCB Common the FSRL Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC CBAN or SCB, FSRL as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Requisite CBAN Shareholder Approval or the SCB Requisite FSRL Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) each of the CBC CBAN Meeting and FSRL Meeting shall be convened convened, the CBAN Common Stock Issuance shall be submitted to the shareholders of CBAN, and this Agreement shall be submitted to the shareholders of CBC FSRL, at the CBC CBAN Meeting and (y) FSRL Meeting, respectively, for the SCB Meeting shall be convened purpose of voting on the approval of such proposals and this Agreement shall be submitted to the shareholders of SCB at the SCB Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBC CBAN or SCB FSRL of such obligation. CBAN and FSRL shall use their commercially reasonable efforts to cooperate to hold the CBAN Meeting and FSRL Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, and to set the same record date for each such meeting. (b) Except to the extent provided otherwise in Section 5.09, the board of directors of FSRL shall at all times prior to and during the FSRL Meeting recommend approval of this Agreement by the shareholders of FSRL and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by FSRL’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “FSRL Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of CBAN or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the FSRL Recommendation. FSRL shall not take any action that would constitute a “FSRL Subsequent Determination,” including publicly proposing to change, qualify, withhold or withdraw the FSRL Recommendation, or adopting, approving or recommending any alternative transaction. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite FSRL Shareholder Approval, FSRL will not adjourn or postpone the FSRL Meeting unless FSRL is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of FSRL. FSRL shall keep CBAN updated with respect to the proxy solicitation results in connection with the FSRL Meeting as reasonably requested by CBAN. (c) The board of directors of CBAN shall at all times prior to and during the CBAN Meeting recommend approval of the CBAN Common Stock Issuance by the shareholders of CBAN and any other matters required to be approved by CBAN’s shareholders for the CBAN Common Stock Issuance (the “CBAN Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of FSRL or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include such recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite CBAN Shareholder Approval, CBAN will not adjourn or postpone the CBAN Meeting unless CBAN is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of CBAN. CBAN shall keep FSRL updated with respect to the proxy solicitation results in connection with the CBAN Meeting as reasonably requested by FSRL.

Shareholder Approvals. (a) Each of CBC them shall take, in accordance with --------------------- applicable law, National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System ("NMS") rules, in the case of Meridian, and SCB shall callNYSE rules, give notice ofin the case of CoreStates, convene and hold a its respective articles of incorporation and by-laws, all action necessary to convene, respectively, (i) an appropriate meeting of its shareholders of CoreStates to consider and vote upon (A) an amendment to the articles of incorporation of CoreStates to increase the number of authorized shares of CoreStates Common Stock in an amount at least sufficient to consummate the Merger and the transactions contemplated thereby and (B) the approval of this Plan (the “CBC "CoreStates Meeting” "), and (ii) an appropriate meeting of shareholders of Meridian to consider and vote upon the approval of this Plan (the "Meridian Meeting"; each of the CoreStates Meeting and the “SCB Meridian meeting, a "Meeting,” "), respectively) to be held , as soon promptly as reasonably practicable after the Registration Statement (as defined in Section 5.03) is declared effective, for the purpose . The Board of obtaining (a) in the case Directors of CBC, the CBC Shareholder Approval and, in the case each of SCB, the SCB Shareholder Approval required in connection with this Agreement CoreStates and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the Meridian will recommend approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meetingsuch matters, and each of CBC CoreStates and SCB shall use Meridian will take all reasonable lawful action to solicit such approval by its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same daterespective shareholders. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC and SCB, respectively, the CBC Shareholder Approval and the SCB Shareholder Approval, respectively, including by communicating to the respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of Notwithstanding the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC Meridian may determine not to recommend or SCBsolicit approval of the Merger or may withdraw its recommendation in favor of the Merger if it receives a written opinion of counsel that recommending or soliciting approval of the Merger, after receiving or failing to withdraw its recommendation, would constitute a breach or failure on the advice part of its outside counsel and, the Meridian Board of Directors to perform the duties of their office and any liability for such breach or failure would not be covered under Meridian's directors' and officers' liability insurance policy. Meridian and CoreStates shall coordinate and cooperate with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end timing of such notice period, takes into account any amendment or modification meetings and shall use their best efforts to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which hold such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if meetings on the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligationsame day.

Shareholder Approvals. (a) Each of CBC FNCB and SCB PFIS shall call, give notice of, convene and hold a meeting of its shareholders shareholders, respectively (the “CBC FNCB Meeting” and the “SCB PFIS Meeting,” respectively) to be held as soon as reasonably practicable after the Registration Statement S-4 is declared effective, for the purpose of obtaining (a) in the case of CBCFNCB, the CBC Shareholder Approval Requisite FNCB Vote and, in the case of SCBPFIS, the SCB Shareholder Approval Requisite PFIS Vote, respectively, required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC FNCB and SCB PFIS shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and to set the same record date for such meetings. Such meetings may be held virtually, subject to applicable Law law and the organizational documents of CBC FNCB and SCBPFIS, as applicable. (b) Each Subject to Section 6.4(c), each of CBC PFIS and SCB FNCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), shall use its their reasonable best efforts to obtain from the shareholders of CBC PFIS and SCBthe shareholders of FNCB, respectively, the CBC Shareholder Approval Requisite PFIS Vote and the SCB Shareholder ApprovalRequisite FNCB Vote, respectively, including by communicating to the respective shareholders of CBC PFIS and SCB shareholders of FNCB its recommendation (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreementthat, in the case of CBCPFIS, and that the shareholders of SCB PFIS approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby (the “PFIS Board Recommendation”) and, in the case of SCB FNCB, that the shareholders of FNCB approve this Agreement and the transactions contemplated hereby (the “CBC FNCB Board Recommendation” and the “SCB Board Recommendation,” respectively”). Except as provided in Subject to Section 7.01(c6.4(c), each of CBC PFIS and SCB FNCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC PFIS Board Recommendation, in the case of CBCPFIS, or the SCB FNCB Board Recommendation, in the case of SCBFNCB, (ii) fail to make the CBC PFIS Board Recommendation, in the case of CBCPFIS, or the SCB FNCB Board Recommendation, in the case of SCBFNCB, in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, Proposal or (B) reaffirm the CBC PFIS Board Recommendation, in the case of CBCPFIS, or the SCB FNCB Board Recommendation, in the case of SCBFNCB, in each case, case within ten (10) Business Days business days (or such fewer number of days as remains prior to the CBC PFIS Meeting or the SCB FNCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 8.1 and Section 9.028.2, if the Board of Directors of CBC PFIS or SCBFNCB, after receiving the advice of its outside legal counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC PFIS Board Recommendation or the SCB FNCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBCPFIS, prior to the receipt of the CBC Shareholder ApprovalRequisite PFIS Vote submit the Agreement to its shareholders, and in the case of SCBFNCB, prior to the receipt of the SCB Shareholder ApprovalRequisite FNCB Vote, submit this Agreement to its shareholders shareholders, in each case, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Lawlaw; provided, that such Board of Directors may not take any actions under this sentence unless it (i) such action is taken in response to an Acquisition Proposal that is not withdrawn as of the time of taking such action and such Acquisition Proposal constitutes a Superior Proposal and did not result from a breach of Section 6.14, and (ii) such Board of Directors (A) gives the other party at least three (3) Business Daysbusiness days’ prior written notice of its intention to effect take such Recommendation Change action and a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event including its basis for determining that such action is taken in response to an Acquisition Proposal, Proposal constitutes a Superior Proposal and the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof), or describe (B) during such three (3) business day period, the party taking such action has considered and negotiated (and has caused its Representatives to consider and negotiate) with the other party in reasonable detail good faith (to the extent that such other event party desires to so negotiate) regarding any adjustments or circumstances)modifications to the terms and conditions of this Agreement, and (BC) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party (if applicable) and, after receiving the advice of its outside legal counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that (x) it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law law to make or continue to make the CBC PFIS Board Recommendation or SCB FNCB Board Recommendation, as the case may be, and (y) such Acquisition Proposal continues to constitute a Superior Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 6.4(c) and will require a new determination and notice period as referred to in this Section 7.01. CBC 6.4(c). (d) Subject to applicable law, PFIS or SCB FNCB shall adjourn or postpone the CBC PFIS Meeting or the SCB FNCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC PFIS Common Stock or SCB FNCB Common Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC PFIS or SCBFNCB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Shareholder Approval Requisite PFIS Vote or the SCB Shareholder ApprovalRequisite FNCB Vote, and subject to the terms and conditions of this Agreement, FNCB or PFIS, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite FNCB Vote or the Requisite PFIS Vote, respectively; provided however, that neither PFIS nor FNCB shall be required to adjourn or postpone the PFIS Meeting or the FNCB Meeting, as the case may be, more than two (2) times. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the CBC FNCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC FNCB at the CBC FNCB Meeting and (y) the SCB PFIS Meeting shall be convened and this the Agreement shall be submitted to the shareholders of SCB PFIS at the SCB PFIS Meeting, and nothing contained herein shall be deemed to relieve either CBC PFIS or SCB FNCB of such obligation.

Shareholder Approvals. (a) Each of CBC CBAN and SCB TCBC shall call, give notice of, convene and hold a meeting of its shareholders (the “CBC CBAN Meeting” and the “SCB TCBC Meeting,” respectively) to be held as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, effective for the purpose of obtaining (a) in the case of CBC, the CBC Requisite CBAN Shareholder Approval and, in and the case of SCB, the SCB Requisite TCBC Shareholder Approval required in connection with this Agreement and the Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions issuance of shares contemplated therebythereby (as applicable). Each The board of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and directors of each of CBC CBAN and SCB TCBC shall use its commercially reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable Law and the organizational documents of CBC and SCB, as applicable. (b) Each of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts to obtain from the shareholders of CBC CBAN and SCBTCBC, respectivelyas the case may be, the CBC Shareholder Approval and the SCB Requisite CBAN Shareholder Approval, respectivelyin the case of CBAN, and the Requisite TCBC Shareholder Approval, in the case of TCBC, including by communicating to the its respective shareholders of CBC and SCB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the shareholders of CBC they approve the principal terms of this Agreement, in the case of CBC, and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendmenttransactions contemplated hereby, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail to make the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 9.01 and Section 9.02, if the Board of Directors of CBC or SCB, after receiving the advice of its outside counsel andincluding, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or the SCB Board Recommendation, as applicable, such Board of Directors may, in the case of CBC, prior to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition ProposalCBAN, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, CBAN Common Stock Issuance. CBAN or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue to make the CBC Board Recommendation or SCB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 and will require a new notice period as referred to in this Section 7.01. CBC or SCB TCBC shall adjourn or postpone the CBC CBAN Meeting or the SCB TCBC Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC CBAN Common Stock or SCB Common the TCBC Stock, as the case may be, represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CBC CBAN or SCB, TCBC as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the CBC Requisite CBAN Shareholder Approval or the SCB Requisite TCBC Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) each of the CBC CBAN Meeting and TCBC Meeting shall be convened convened, the CBAN Common Stock Issuance shall be submitted to the shareholders of CBAN, and this Agreement shall be submitted to the shareholders of CBC TCBC, at the CBC CBAN Meeting and (y) TCBC Meeting, respectively, for the SCB Meeting shall be convened purpose of voting on the approval of such proposals and this Agreement shall be submitted to the shareholders of SCB at the SCB Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBC relieve (b) Except to the extent provided otherwise in Section 5.09, the board of directors of TCBC shall at all times prior to and during the TCBC Meeting recommend approval of this Agreement by the shareholders of TCBC and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by TCBC’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “TCBC Recommendation”) and shall not withhold, withdraw, amend, modify, change or SCB qualify such recommendation in a manner adverse in any respect to the interests of CBAN or take any other action or make any other public statement inconsistent with such obligationrecommendation and the Proxy Statement-Prospectus shall include the TCBC Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite TCBC Shareholder Approval, TCBC will not adjourn or postpone the TCBC Meeting unless TCBC is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of TCBC. TCBC shall keep CBAN updated with respect to the proxy solicitation results in connection with the TCBC Meeting as reasonably requested by CBAN. (c) The board of directors of CBAN shall at all times prior to and during the CBAN Meeting recommend approval of the CBAN Common Stock Issuance by the shareholders of CBAN and any other matters required to be approved by CBAN’s shareholders for the CBAN Common Stock Issuance (the “CBAN Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of TCBC or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include such recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite CBAN Shareholder Approval, CBAN will not adjourn or postpone the CBAN Meeting unless CBAN is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of CBAN. CBAN shall keep TCBC updated with respect to the proxy solicitation results in connection with the CBAN Meeting as reasonably requested by TCBC.

Shareholder Approvals. (a) Each At such time as TeleBanc and MET Holdings may reasonably agree, and no later than five Business Days following the later to occur of CBC receipt of the Regulatory Approvals, each of MET Holdings and SCB shall TeleBanc will (i) duly and properly call, and give notice of, convene and hold thereafter cause to be convened and held no later than 30 days after such notice, a meeting of its shareholders (the “CBC Meeting” and the “SCB Meeting,” respectively) to including any adjournment of such meeting which may be held as soon as reasonably practicable after the Registration Statement is declared effectivenecessary), for the purpose of obtaining approving this Agreement (a) including the transactions contemplated herein), the Dissolution (in the case of CBC, MET Holdings) and for such other purposes as may be necessary to effect the CBC Shareholder Approval and, transactions contemplated hereby and to effect the Dissolution (in the case of SCBMET Holdings) (respectively, the SCB Shareholder Approval required in connection with this Agreement "MET Holdings Shareholders Meeting" and the Merger "TeleBanc Shareholders Meeting"), and (bii) if so desired and mutually agreedsubject to the fiduciary duty of its directors, a vote upon other matters of the type customarily brought before a meeting of recommend to its shareholders in connection with the approval of a merger agreement or this Agreement (including the transactions contemplated thereby. Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting therein) and the SCB MeetingDissolution (in the case of MET Holdings), and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur obtain, as soon promptly as reasonably practicable and on the same date. Such meetings practical, such shareholder approval as may be held virtually, subject necessary to applicable Law effect the Acquisition and the organizational documents Dissolution (in the case of CBC and SCB, as applicableMET Holdings). (b) Each At the earlier of CBC and SCB and their respective Boards of Directors shall, unless a Recommendation Change has been made by such party and its Board of Directors in accordance with Section 7.01(c), use its reasonable best efforts the time that the Proxy Statement is mailed to obtain from the shareholders of CBC MET Holdings or TeleBanc for the solicitation of proxies for the approvals referred to above in connection with the MET Holdings Shareholders Meeting or the TeleBanc Shareholders Meeting and SCBat all times subsequent to such mailing up to and including the Closing Date, respectivelyTeleBanc shall cause all information set forth in the Proxy Statement (including any supplements thereto) relating to TeleBanc and any TeleBanc Subsidiary, this Agreement, the CBC Shareholder Approval Acquisition, the Dissolution and all other transactions contemplated hereby and thereby, and any other documents or notices delivered to shareholders in connection therewith: (i) to comply in all material respects with applicable provisions of the SCB Shareholder ApprovalExchange Act and rules and regulations of the SEC thereunder and all other applicable Laws; and (ii) to not contain any statement which, respectivelyat the time and in light of the circumstances under which it is made, including by communicating is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading, or necessary to correct any statement in an earlier communication with respect to the respective shareholders solicitation of CBC and SCB its recommendation (and including such recommendation a proxy for the same meeting or subject matter which has become false or misleading. TeleBanc's obligations hereunder are subject to MET Holdings promptly furnishing TeleBanc with the information relating to MET Holdings which is required under applicable Laws for inclusion in the Proxy Statement/Prospectus) that the shareholders of CBC approve the principal terms of this Agreement, in the case of CBC, which information MET Holdings represents and that the shareholders of SCB approve the principal terms of this Agreement and the SCB Bylaw Amendment, in the case of SCB (the “CBC Board Recommendation” and the “SCB Board Recommendation,” respectively). Except as provided in Section 7.01(c), each of CBC and SCB and their respective Boards of Directors warrants to TeleBanc shall not (i) withholdcontain any statement which, withdrawat the time and in light of the circumstances under which it is furnished, modify is false or qualify misleading with respect to any material fact or omits to state any material fact required to be stated therein or necessary in a manner adverse to the other party the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, (ii) fail order to make the CBC Board Recommendationinformation furnished therein not false or misleading. MET Holdings further represents and warrants to TeleBanc that it will amend, supplement or revise any information so furnished as necessary to make the foregoing sentence correct and true in all material respects at and as of all times from the case date of CBC, or the SCB Board Recommendation, in the case mailing of SCB, in the Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention Statement to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm including the CBC Board Recommendation, in the case of CBC, or the SCB Board Recommendation, in the case of SCB, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the CBC Meeting or the SCB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”)Closing Date. (c) Subject At the earlier of the time that the Proxy Statement is mailed to Section 9.01 the shareholders of MET Holdings or TeleBanc for the solicitation of proxies for the approvals referred to 17 above in connection with the MET Holdings Shareholders Meeting or the TeleBanc Shareholders Meeting and Section 9.02at all times subsequent to such mailing up to and including the Closing Date, if MET Holdings shall cause all information set forth in the Board Proxy Statement (including any supplements thereto) relating to MET Holdings, this Agreement, the Acquisition, the Dissolution and all other transactions contemplated hereby and thereby, and any other documents or notices delivered to shareholders in connection therewith: (i) to comply in all material respects with applicable provisions of Directors the Exchange Act and rules and regulations of CBC the SEC thereunder and all other applicable Laws; and (ii) to not contain any statement which, at the time and in light of the circumstances under which it is made, is false or SCB, after receiving the advice of its outside counsel and, misleading with respect to financial matters, its financial advisors, determines any material fact or omit to state any material fact required to be stated therein or necessary in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue order to make the CBC Board Recommendation statements therein not false or the SCB Board Recommendationmisleading, as applicable, such Board of Directors may, or necessary to correct any statement in the case of CBC, prior an earlier communication with respect to the receipt of the CBC Shareholder Approval, and in the case of SCB, prior to the receipt of the SCB Shareholder Approval, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack solicitation of a recommendation proxy for the same meeting or subject matter which has become false or misleading. MET Holdings' obligations hereunder are subject to its shareholders TeleBanc promptly furnishing MET Holdings with the information relating to TeleBanc and each TeleBanc Subsidiary which is required under applicable Laws for inclusion in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto , which information TeleBanc represents and warrants to MET Holdings shall not contain any statement which, at the extent required by Law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) Business Days’ prior written notice of its intention to effect such Recommendation Change time and a reasonable description in light of the event circumstances under which it is furnished, is false or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, misleading with respect to financial matters, its financial advisors, determines any material fact or omits to state any material fact required to be stated therein or necessary in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable Law to make or continue order to make the CBC Board Recommendation information furnished therein not false or SCB Board Recommendationmisleading. TeleBanc further represents and warrants to MET Holdings that it will amend, supplement or revise any information so furnished as necessary to make the case may be. Any foregoing sentence correct and true in all material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.01 respects at and will require a new notice period as referred to in this Section 7.01. CBC or SCB shall adjourn or postpone the CBC Meeting or the SCB Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBC Common Stock or SCB Common Stock, as the case may be, represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on all times from the date of such meeting CBC or SCB, as applicable, has not received proxies representing a sufficient number the mailing of shares necessary the Proxy Statement to obtain and including the CBC Shareholder Approval or the SCB Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligationClosing Date.