Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agentsinvestment bankers, advisors and representatives (collectively, “Representatives”) attorneys or other agents not to, directly or indirectly, (i) initiate, take any action to solicit, knowingly initiate or encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Target Acquisition Proposal or any inquiry which inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an a Target Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party ii) enter into any agreement with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or respect to a Target Acquisition Proposal, and will keep the other party apprised of or (iii) engage or participate in discussions or negotiations with, or disclose any related developmentsnonpublic information relating to Target or its Subsidiaries, discussions and negotiations on respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a current basis, including any amendments to or revisions of the terms of such inquiry or Target Acquisition Proposal. Each Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party shall use its reasonable best efforts pursuant to enforce Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any existing confidentiality provision of any stand-still or standstill agreements similar agreement in effect on the date hereof to which it allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the Confidentiality Agreement, or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any of its Subsidiaries is a party in accordance standstill agreement if, and only to the extent that (with the terms thereof. As used in respect to this Agreement, “Section 7.2(a) only):

Acquisition Proposals. (a) Each party Party agrees that it will not, and will cause each of its Subsidiaries and its and their respective its Subsidiaries’ officers, directors, employees, agents, advisors Representatives and representatives (collectively, “Representatives”) Affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal to, or (iv) unless this Agreement has been terminated in accordance with its terms, approve or recommend, or propose to approve or recommend, or execute or enter into into, any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition merger agreement, merger asset purchase or share exchange agreement, option agreement or other similar agreement (whether written or oralrelated to, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party either Party receives an unsolicited bona fide written Acquisition Proposal and such Party’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Proposal, such party Party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, prior to (but not after) the BNY Shareholders’ Meeting or the Mellon Shareholders’ Meeting, as applicable, furnish or cause to be furnished confidential or nonpublic information or data to, and participate in such negotiations or discussions with with, the person Person making the such Acquisition Proposal if to the extent that the Board of Directors of such party Party concludes in good faith (after receiving the advice of its outside counsel, counsel and consultation with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, provided further that, prior to furnishing providing any confidential or nonpublic information or data permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Party will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Party with respect to any Acquisition Proposal. Each party Party will promptly (and in all events within twenty-four (24) 24 hours) advise the other party Party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreementsthe material terms thereof), proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Party apprised on a current basis of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal as it may be amended, revised or supplemented from time to time, and of the execution and delivery of any confidentiality agreement between such Party and the Person making such Acquisition Proposal) and will provide to the other Party on a current basisbasis all material and information delivered or made available to the Person making such Acquisition Proposal to the extent such material and information was not previously furnished or made available to such other Party. Without limiting the foregoing, including each Party shall notify the other Party, orally and in writing, within 24 hours if it enters into discussions or negotiations with another Person concerning an Acquisition Proposal or provides non-public information or data to any amendments to or revisions Person in accordance with this Section 5.13. Each of the terms of such inquiry or Acquisition Proposal. Each party Parties shall, and shall cause Newco to, use its reasonable best efforts to enforce (and not waive or amend any provision of) any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries not to and will cause its and their respective officers, directorsdirectors and employees not to, employees, and will use its reasonable best efforts to cause its agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbindingnon-binding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Capital One Vote, in the case or Capital One, or the Requisite Discover Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterDiscover, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Discover or Capital One, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and nor any of their respective officers, directors, employeesemployees and Affiliates shall, agents, advisors and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any financial advisor, “Representatives”attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, employees and Affiliates shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (iv) unless Proposal; provided, however, that nothing contained in this Agreement has been terminated in accordance shall prevent the Company or the Company Board from (A) complying with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred Rule 14d-9 and Rule 14d-2 under the Exchange Act with respect to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding ; provided, that such rules will in no way eliminate or modify the foregoingeffect that any action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in the event that after the date of this Agreement and prior response to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal, Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish than those contained in the Confidentiality Agreement; or cause to be furnished confidential or nonpublic information or data and participate (C) engaging in such any negotiations or discussions with the person making the any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that the failure to take such actions action would reasonably be more likely than not expected to result in a violation of its violate the directors’ fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to Law. The Company agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt individuals referred to in the first sentence hereof of the obligations undertaken in this Section 5.08. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the substance thereof (including the material terms and conditions of any proposal or offer and the identity of the person making such inquiry or Acquisition Proposal)thereafter shall keep Parent informed, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce offers and the status of any existing confidentiality such discussions or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “negotiations.

Acquisition Proposals. (a) Each Except as expressly permitted by this Section 7.07, each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person Person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal (except to notify a Person that has made, or to the knowledge of such party, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 7.07), or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.137.07) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling VoteCBC Shareholder Approval, in the case of SterlingCBC, or the Requisite Webster VoteSCB Shareholder Approval, in the case of WebsterSCB, a such party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person Person making the Acquisition Proposal if the Board of Directors of such party concludes determines in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person Person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person Person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Person other than the other party CBC or SCB, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twentyforty-four eight (2448) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person Person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used ; provided, that notwithstanding anything to the contrary herein, CBC or SCB may, prior to the receipt of the CBC Shareholder Approval, in this Agreementthe case of CBC, “or the SCB Shareholder Approval, in the case of SCB, grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to such party or its Board of Directors so long as such party promptly notifies the other party thereof (including the identity of such counterparty) after granting any such waiver, amendment or release and the Board of Directors of such party determines prior to the grant of such waiver, amendment or release in good faith, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, that the failure to take such action would be reasonably expected to result in a violation of its fiduciary duties under applicable law.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will cause each nor shall it authorize or permit any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not Representatives to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage or knowingly facilitate inquiries or proposals any Third Party (as defined in this Section 6.8) with respect to the submission of any Acquisition Proposal, Proposal (as hereinafter defined) or (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations regarding, or furnish to any Third Party any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company (or, if applicable, the duly appointed Special Committee thereof) from: (i) furnishing information to, or entering into discussions or negotiations with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) Third Party in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, Proposal by such party mayThird Party if, and to the extent that, the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may permit be the Company's regularly engaged independent counsel), determines in good faith that such action is required for the Board of Directors of the Company to comply with its Subsidiaries and fiduciary obligations to stockholders under applicable law; (ii) withdrawing or modifying its and its Subsidiaries’ Representatives to, furnish or cause recommendation referred to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Section 4.1(k) following receipt of a bona fide unsolicited Acquisition Proposal if the Board of Directors of such party concludes the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith (after receiving that such action is necessary for the advice Board of its outside counsel, and Directors of the Company to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law; provided, that, prior or (iii) making to furnishing the Company's stockholders any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement recommendation and related filing with the person making such Acquisition Proposal on terms no less favorable to it than SEC as required by Rule 14e-2 and 14d-9 under the Confidentiality AgreementExchange Act, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly tender offer, or taking any other legally required action (within twenty-four (24) hours) advise including, without limitation, the other party following receipt making of any Acquisition Proposal public disclosures as may be necessary or any inquiry which could reasonably be expected to lead to advisable under applicable securities laws); and provided further, however, that, in the event of an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity exercise of the person making such inquiry Company's or Acquisition Proposalits Board of Director's (or the Special Committee's) rights under clause (i), will (ii) or (iii) above, notwithstanding anything contained in this Agreement to the contrary, such failure shall not constitute a breach of this Agreement by the Company. The Company shall provide immediate written notice to Parent of the other party with an unredacted copy receipt of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the Company's intention to furnish information to, or enter into discussions or negotiations with, such person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised entity. For purposes of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “(i) "Acquisition Proposal" means any proposal with respect to a merger, consolidation, share exchange, tender offer or similar transaction involving the Company, or any purchase or other acquisition of all or any significant portion of the assets of the Company, or any equity interest in the Company, other than the transactions contemplated hereby and (ii) "Third Party" means any corporation, partnership, person or other entity or "group" (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Sub or any Affiliates of Parent or Sub and their respective directors, officers, employees, representatives and agents.

Acquisition Proposals. (a) Each party Professional agrees that it will not, and will cause each of its Subsidiaries and its and their respective directors, officers, directors, employees, agents, advisors employees and representatives (collectively, “Representatives”) Representatives and Affiliates not to, directly or indirectly, (i) initiate, solicit, or knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Professional receives an unsolicited bona fide written Acquisition Proposal that does not violate (i) and (ii) above at any time prior to, but not after, the time this Agreement is adopted by the Professional Shareholder Approval, and Professional’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, such party Professional may, and may permit its Subsidiaries officers and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party Professional concludes in good faith (after receiving and based on the written advice of its outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be more likely than not expected to result in a violation breach of its fiduciary duties obligations to the Professional Shareholders under applicable lawLaw; providedprovided further, that, that prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Professional shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Professional will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Seacoast with respect to any Acquisition Proposal. Each party will Professional shall promptly (and in any event within twenty-four (24) hourstwo Business Days) advise Seacoast following the other party following receipt or notice of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Seacoast apprised of any related developments, discussions and negotiations on a current basis, including . Professional agrees that any amendments to or revisions breach by its Representatives of the terms of such inquiry or Acquisition Proposal. Each party this Section 4.12 shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is be deemed a party in accordance with the terms thereof. As used in this Agreement, “breach by Professional.

Acquisition Proposals. (a) Each party agrees that it will Except for the transactions contemplated by this Agreement, Community Bankshares shall not, directly or indirectly, and will shall cause each of its Subsidiaries and its and their respective Subsidiaries' officers, directors, employees, agentssubsidiaries, agents or advisors and or other representatives (collectively, “Representatives”) not to, directly or indirectly, : (i) solicit, encourage, initiate, solicit, knowingly encourage participate or knowingly facilitate (including by way of furnishing information) in any negotiations, discussions or inquiries or proposals with respect to any Acquisition ProposalCompeting Transaction (as defined below), or continue any such negotiations or discussions which may have been initiated prior to the date hereof with any party other than BBC or (ii) engage in connection with, or participate in contemplation of, any negotiations with Competing Transaction or any potential Competing Transaction, except as required by Law, disclose any information to any person concerning the business and properties of Community Bankshares, afford to any Acquisition Proposalperson (other than BBC and its advisors and agents) access to the properties, (iii) provide books or records of Community Bankshares or any confidential of its Subsidiaries or nonpublic otherwise assist or encourage any person in connection with any of the foregoing; provided, however, that nothing in this Section 6.6 shall prohibit the Board of Directors of Community Bankshares from furnishing information or data to, or have entering into discussions or participate in any discussions negotiations with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that an unsolicited bona fide Competing Transaction received after the date of this Agreement by such person if Community Bankshares' Board of Directors determines in good faith: (i) after consulting with its independent financial advisors, that such person is reasonably likely to be capable of completing such Competing Transaction, taking into account the legal, financial, regulatory and prior to the receipt other aspects of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayCompeting Transaction, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making such Competing Transaction, and that such Competing Transaction could reasonably be expected to result in a Superior Proposal (as defined below) and (ii) if, and only to the Acquisition Proposal if extent that: (a) the Board of Directors of such party concludes in good faith (Community Bankshares, after receiving the advice of its consultation with outside legal counsel, believes that such action is required for such Board of Directors to comply with its duties to its shareholders imposed by Delaware Law and with respect to financial matters, its financial advisors(b) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential such information to, or nonpublic information permitted to be provided pursuant to this sentenceentering into discussions or negotiations with, such party shall have entered into a person, Community Bankshares obtains from such person an executed confidentiality and standstill agreement with the person making such Acquisition Proposal on terms no less favorable to it Community Bankshares, as the case may be, than those contained in that certain Confidentiality Agreement between Community Bankshares and BBC dated July 11, 2001, unless the Confidentiality AgreementBoard of Directors of Community Bankshares, which confidentiality agreement after consultation with outside legal counsel, believes that such requirement would violate its duties to its shareholders imposed by Delaware Law. Community Bankshares shall not provide such notify BBC promptly if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Competing Transaction is made and provide BBC in reasonable detail the material terms of any exclusive right to negotiate with proposal and shall keep BBC promptly advised of the status of any such partyproposal. Each party willhereto agrees not to release any third party from, and will cause its Subsidiaries and Representatives toor waive any provision of, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements agreement to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “party.

Acquisition Proposals. (a) Each party agrees that it will notNotwithstanding any other provision of this Agreement, from and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement No-Shop Period Start Date and prior to the receipt of the Company Requisite Sterling Vote, the Company may, at the direction of the Special Committee, directly or indirectly through advisors, agents or other intermediaries, subject to the Company’s compliance with the provisions of this Section 7.3(c), (A) engage or participate in discussions or negotiations with any Person that has made (and not withdrawn) a bona fide Acquisition Proposal in writing that the Special Committee reasonably determines in good faith (after consultation with its financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal and/or (B) furnish to any Person that has made (and not withdrawn) a bona fide Acquisition Proposal in writing that the Special Committee reasonably determines in good faith (after consultation with its financial advisor) constitutes or is reasonably likely to lead to a Superior Proposal any non-public information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement the terms of which are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, provided, that in the case of Sterlingany action taken pursuant to the foregoing clauses (A) or (B), (1) none of the Company, its Subsidiaries or any representative of the Company or its Subsidiaries shall have breached or violated the terms of Section 7.3, (2) the Company Board or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes Special Committee determines in good faith (after receiving the advice of its outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions action would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, (3) none of the Company or its Subsidiaries shall have entered into, or otherwise become bound by the terms of, an exclusivity agreement or other agreement restricting the ability of the Company and its Subsidiaries to negotiate, enter into and consummate a transaction with a third party other than such Person, (4) at least forty-eight (48) hours prior to engaging or participating in any such discussions or negotiations with, or furnishing any non-public information to, such Person, the Company provides Dimensional written notice of the identity of such Person and the material terms and conditions of such Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making Company’s intention to engage or participate in discussions or negotiations with, or furnish non-public information to, such inquiry or Acquisition ProposalPerson, (5) contemporaneously with furnishing any non-public information to such Person, the Company furnishes such non-public information to Dimensional (but only to the extent such information has not been previously furnished by the Company to Dimensional), will provide and (6) the other party with an unredacted copy Company shall keep Dimensional reasonably informed about the status and details of any such Acquisition Proposal and any draft agreements, proposals amendments or other materials received from or on behalf of the person making revisions thereto. Until any such inquiry or Acquisition Proposal has been withdrawn, the Company shall promptly provide Dimensional a copy of all written materials subsequently provided by the Company to such Person in connection with such inquiry or Acquisition Proposal, request or inquiry, and will keep the other party apprised a description of any related developments, discussions and negotiations on a current basis, including any material amendments or proposed material amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts , request or inquiry (but only to enforce any existing confidentiality or standstill agreements the extent such information has not been previously furnished by the Company to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Dimensional).

Acquisition Proposals. (a) Each party agrees that it will Except to the extent expressly permitted by Section 7.17, from the date hereof until the Effective Time or, if earlier, the date on which this Agreement is terminated in accordance with Article IX, the Company shall not, and will shall cause each of its Subsidiaries and its and their its Subsidiaries’ respective officers, directors, employees, agents, advisors agents and representatives (collectivelyincluding any investment bankers, attorneys or accountants retained by it or any of its Subsidiaries) (“Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries (including by way of providing confidential information) the submission of any inquiries, proposals or proposals with respect offers (whether firm or hypothetical) or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Acquisition Proposal, (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage or participate in any negotiations with any person concerning any an Acquisition Proposal, (iii) provide any confidential approve or nonpublic information or data to, or have or participate in any discussions with, any person relating to recommend any Acquisition Proposal Proposal, or (iv) unless this Agreement has been terminated in accordance with its terms, approve or recommend, or propose publicly to approve or recommend, or execute or enter into into, any term sheet, letter of intent, commitmentagreement in principle, memorandum of understanding, agreement in principle, acquisition merger agreement, merger asset or share purchase or share exchange agreement, option agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating related to any Acquisition Proposal; provided, however, that it is understood and agreed that any Change in Company Recommendation permitted under Section 7.3(b) shall in and of itself not be deemed to be a breach or violation of this Section 7.4(a). Notwithstanding the foregoingforegoing provisions of this Section 7.4(a), in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal and the Company’s board of directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, such party the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ their Representatives to, furnish or cause prior to be furnished confidential or nonpublic information or data and participate (but not after) the date of the Company Shareholders Meeting, take any action described in such negotiations or discussions with clause (ii) above to the person making extent that the Acquisition Proposal if the Board Company’s board of Directors of such party directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more reasonably likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, thathowever, that prior to furnishing providing (or causing to be provided) any confidential information or nonpublic information data permitted to be provided pursuant to this sentence, such party the Company shall have entered into a written confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it the Company than the Company Confidentiality AgreementAgreement and the Company shall promptly provide to Parent an executed copy of such confidentiality agreement; and provided, which confidentiality agreement further, that the Company shall not promptly provide Parent with any non-public information concerning the Company or its Subsidiaries provided to such person with any exclusive right which was not previously provided or made available to negotiate with such party. Each party will, and will cause Parent (or its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition ProposalRepresentatives), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling PACW Vote, in the case of SterlingPACW, or the Requisite Webster BANC Vote, in the case of WebsterBANC, a party receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from or arise in connection with a breach of this Section 6.13(a), such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, provided that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will notMercer shall not authorize or permit any officer, and will cause each of its Subsidiaries and its and their respective officersdirector or employee of, directorsor any investment banker, employeesattorney, agentsaccountant or other advisor or representative of, advisors and representatives (collectively, “Representatives”) not Mercer or any Mercer Subsidiary to, directly or indirectly, (i) initiate, solicit, knowingly initiate or encourage or knowingly facilitate inquiries or proposals with respect to the submission of any Acquisition Proposal, as defined below, (ii) engage or participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or agree to or endorse, or take any person concerning other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) provide any confidential withdraw or nonpublic information or data tomodify, or have propose to withdraw or participate modify, in any discussions witha manner adverse to Buyer, any person relating to any Acquisition Proposal or the Mercer Recommendation, (iv) unless this Agreement has been terminated in accordance with its terms, approve or recommend, or propose to approve or recommend, any Acquisition Proposal, or (v) enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principleprincipal or Contract providing for, acquisition agreement, merger agreement relating to or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingwith, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which proposal that could reasonably be expected to lead to an Acquisition Proposal; provided, and however, that prior to the substance thereof (including the terms and conditions Mercer Shareholder Meeting, nothing contained in this Agreement shall prevent Mercer or its Board of and the identity Directors from taking any of the person making such inquiry or actions described in clauses (ii) through (v) above in response to any unsolicited bona fide written Acquisition Proposal)Proposal by a Third Party, will provide if, only to the other party with an unredacted copy of any extent that and only so long as, (A) such Acquisition Proposal and any draft agreementswould, proposals or other materials received from or on behalf if consummated, result in a Superior Proposal, as defined below, and, in the reasonable good faith judgment of Xxxxxx’x Board of Directors, following consultation with its independent financial advisors, the person Third Party making such inquiry Superior Proposal has the financial means to conclude such transaction, (B) the failure to take such action would in the reasonable good faith judgment of Xxxxxx’x Board of Directors, after consultation with Xxxxxx’x outside corporate counsel, violate the fiduciary duties of Xxxxxx’x Board of Directors under Applicable Law, (C) prior to furnishing such non-public information to, or Acquisition Proposal entering into discussions or negotiations with, such Third Party, Xxxxxx’x Board of Directors receives from such Third Party an executed confidentiality agreement with provisions not less favorable to Mercer than those contained in connection with such inquiry or Acquisition Proposalthe Confidentiality Agreement, and (D) Mercer shall have provided Buyer all materials and information required under Section 5.4(c) to be delivered by Mercer to Buyer and shall have fully complied with this Section 5.4; provided, further, that immediately after the execution and delivery of this Agreement, Mercer will keep the other party apprised of cease and terminate any related developmentsexisting activities, discussions and or negotiations on a current basis, including with any amendments Third Parties conducted heretofore with respect to or revisions of the terms of such inquiry or any possible Acquisition Proposal. Each party Mercer agrees that following its receipt of a Superior Proposal and its full compliance with Section 5.4(c), Buyer shall use its have a reasonable best efforts opportunity, but in no event more than five (5) days, to enforce any existing confidentiality or standstill agreements propose changes to which it or any of its Subsidiaries is a party this Agreement in accordance with the terms thereof. As used in this Agreement, “response to such proposal.

Acquisition Proposals. (a) Each party agrees that it will From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and will cause each shall not authorize or permit any of its Subsidiaries and or any of its and their respective Subsidiaries’ officers, directorsdirectors or employees or any investment banker, employeesfinancial advisor, agentsattorney, advisors and representatives (collectively, “Representatives”) not accountant or other representative retained by the Company or any of its Subsidiaries to, directly or indirectly, (i) initiate, solicit, knowingly encourage initiate or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toencourage, or have or participate in take any discussions withother action to facilitate, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activitiesinquiries, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt making of any Acquisition Proposal proposal that constitutes or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and (ii) furnish any information or data regarding the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Purchaser), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (v) enter into or consummate any agreement, arrangement or understanding contemplating any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries shall be deemed to be a party breach of this Section 5.1 by the Company. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by the Company’s stockholders at a meeting of the stockholders of the Company, this Section 5.1(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company and its Subsidiaries to, or entering into discussions with, any person in accordance with response to an Acquisition Proposal that is submitted to the terms thereof. As used Company by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) the Company has not breached any of the covenants set forth in this AgreementSection 5.1, “(3) the Company’s Board of Directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, that such action is required in order for the Board of Directors to comply with its fiduciary obligations to the Company’s stockholders under applicable law, and (4) at least two (2) Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such person, the Company gives Purchaser written notice of the identity of such person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such person and the Company receives from such person an executed confidentiality agreement on terms no more favorable to such person than the confidentiality agreement between Purchaser and the Company.

Acquisition Proposals. (a) Each party agrees that it Amegy will not, and will cause each of its Subsidiaries and its and their respective its Subsidiaries’ officers, directors, employees, agents, advisors advisors, affiliates and representatives (collectively, “Representatives”) any other person acting on their behalf not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding , or waive any provision of or amend the foregoingterms of the Amegy Rights Agreement, in respect of an Acquisition Proposal; provided that, in the event that Amegy receives an unsolicited bona fide Acquisition Proposal after the date execution of this Agreement and prior to (but not after) the receipt approval of this plan of merger by the Requisite Sterling Voteshareholders of Amegy at the Amegy Meeting, and the Amegy Board concludes in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, good faith that such Acquisition Proposal constitutes a party receives an unsolicited bona fide written Acquisition Superior Proposal, such party Amegy may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making extent that the Acquisition Proposal if the Amegy Board of Directors of such party concludes reasonably and in good faith (after receiving and based on the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, provided that prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement; provided, which confidentiality agreement that Amegy shall not provide have given Zions (orally and in writing) at least three (3) business days’ prior written notice of its intent to do so before taking the first of any such person actions with any exclusive right one such person; provided, further, that Amegy and the Board of Directors of Amegy shall keep Zions informed of the status and terms of any such proposals, offers, discussions or negotiations on a prompt basis, including by providing a copy of all material documentation or correspondence relating thereto; and provided, further, that in any event Amegy shall be required to negotiate otherwise comply with such partyits obligations under Section 6.02(c). Each party will, and Amegy will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person persons other than the other party Zions with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Each party Amegy will promptly (within twenty-four (24) hours) advise the other party Zions following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalthereof, and will keep the other party Zions apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, consultants, advisors and other representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, to any person relating to (other than Parent, Parent Bank and their Representatives in their capacity as such) concerning any Acquisition Proposal or (iv) unless this Agreement has been terminated have or participate in accordance any discussions with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) person (other than a confidentiality agreement referred to Parent, Parent Bank and entered into their Representatives in accordance with this Section 6.13their capacity as such) in connection with or relating to any Acquisition Proposal. Notwithstanding , except, for purposes of this clause (iv), solely to notify such person of the foregoingexistence of the provisions of this Section 6.13(a); provided that prior to the date of the Company Meeting, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling VoteCompany receives from any person (other than Parent, Parent Bank or their respective Representatives in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives their capacity as such) an unsolicited bona fide written Acquisition ProposalProposal that did not result from a breach of this Section 6.13, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data to, and participate in such negotiations or in, discussions with the such person making the with respect to such Acquisition Proposal if but only to the extent that, prior to doing so, its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) failure to take such actions would reasonably be more likely than not expected to result in a violation of its fiduciary duties under applicable lawLaw; provided, further, that, prior to furnishing providing any confidential or nonpublic information or data or participating in any discussions, in each case, permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have (x) provided such information or data to Parent and (y) entered into a confidentiality agreement with the such person making such Acquisition Proposal on terms no less favorable stringent to it such person (and protective to the Company) than the terms of the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party willthe Company, and will cause its Subsidiaries and Representatives toor its or their respective Representatives. Without limiting the foregoing, immediately cease and cause to be terminated it is agreed that any activities, discussions violation of the restrictions set forth in this Section 6.13 by any Subsidiary or negotiations conducted before Representative of the date Company shall constitute a breach of this Agreement with any person other than Section 6.13 by the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Company.

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employeesits Subsidiaries’ Representatives, agents, advisors and representatives (collectively, “Representatives”) affiliates not to, directly solicit or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate in any way inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal and the Company Board concludes in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal, such party the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Company Board of Directors of such party concludes in good faith (faith, after receiving the advice of consultation with its outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the confidentiality provisions set forth in the Confidentiality Agreement, which confidentiality agreement shall not provide such person with Agreement (without regard to any exclusive right to negotiate with such partymodification thereof pursuant hereto or lapse of time). Each party will, and The Company will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person persons other than the other party Parent with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce the confidentiality provisions of any confidentiality or similar agreement relating to an Acquisition Proposal. Each party The Company will promptly (within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Parent apprised of any related developments, discussions and negotiations developments on a current prompt basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, agents, advisors and representatives (collectively, “Representatives”) shall not permit its and their other respective Representatives to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement February 15, 2021 and prior to the receipt of the Requisite Sterling Viking Vote, in the case of SterlingViking, or the Requisite Webster Camber Vote, in the case of WebsterCamber, a party receives an unsolicited a bona fide written Acquisition ProposalProposal not solicited in violation of this Section 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take taking such actions would be more likely than not required to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party, and shall otherwise permit such party to comply with its obligations herein. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement February 15, 2021 with any person other than the other party Viking or Camber, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise , and request the other party following receipt return or destruction of any Acquisition Proposal or any inquiry which could reasonably be expected confidential information previously delivered to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments pursuant to or revisions of the terms of any confidentiality agreement to the extent provided by such inquiry or Acquisition Proposalagreement. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any February 2021 - Agreement and Plan of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Merger

Acquisition Proposals. (a) Each party agrees that it will notFrom and after the date hereof until the termination of this Agreement, and will cause each neither CBES nor Community Bank, nor any of its Subsidiaries and its and their respective officers, directors, employees, agentsrepresentatives, advisors and representatives agents or affiliates (collectivelyincluding, “Representatives”) not towithout limitation, any investment banker, attorney or accountant retained by CBES or any of its Subsidiaries), will, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage (including by way of furnishing non-public information or knowingly assistance), or facilitate knowingly, any inquiries or proposals the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with respect any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, (ii) engage or participate in authorize or permit any negotiations with of its officers, directors or employees or any person concerning of its subsidiaries or any Acquisition Proposalinvestment banker, (iii) provide any confidential or nonpublic information or data tofinancial advisor, or have or participate in any discussions withattorney, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement accountant or other agreement (whether written or oralrepresentative retained by any of its Subsidiaries to take any such action; provided, binding or nonbinding) (other than a confidentiality agreement referred to and entered into however, that nothing contained in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if 4.1 shall prohibit the Board of Directors of such party concludes CBES from (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited, written, bona fide proposal to acquire CBES pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that (A) the Board of Directors of CBES, after consultation with and based upon the advice of independent legal counsel, determines in good faith (after receiving that such action is necessary for the advice Board of its outside counsel, and Directors of CBES to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law; provided, that, and (B) prior to furnishing any confidential or nonpublic such information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, or entering into discussions or negotiations conducted before with, such person or entity, CBES (x) provides reasonable notice to NASB Holding to the date of this Agreement with any effect that it is furnishing information to, or entering into discussions or negotiations with, such person other than or entity and (y) receives from such person or entity an executed confidentiality agreement in substantially the other party with respect to any Acquisition Proposal. Each party will promptly same form as the one heretofore executed by NASB Holding (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity except that disclosure of the person making such inquiry person's identity will be permitted); (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “exchange offer;

Acquisition Proposals. (a) Each party The Company agrees that it will shall not, and will shall cause each of its Subsidiaries and its and their respective its Subsidiaries' officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) affiliates not to, directly solicit or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to, any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any Acquisition Proposal manner a substantial equity interest in, or (iv) unless a substantial portion of the assets or deposits of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement has been terminated in accordance with its terms, approve or enter into (any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, an "Acquisition Proposal"); provided, that, if the Company is not otherwise in the event that after the date violation of this Agreement and prior to Section 6.06, the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayCompany Board may provide information to, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate engage in such negotiations or discussions with, a person, directly or through representatives, if (a) the Company Board, after having consulted with and considered the person making the Acquisition Proposal if the Board written advice of Directors of such party concludes counsel, has determined in good faith (after receiving that the advice provision of its outside counsel, and with respect such information or the engaging in such negotiations or discussion is required in order to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its discharge properly the directors' fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, in accordance with Delaware law and (b) the Company has received from such party shall have entered into person a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable in substantially customary form. The Company also agrees immediately to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before prior to the date of this Agreement with any person parties other than the other party Acquiror or the Bank, with respect to any Acquisition Proposalof the foregoing. Each party will The Company shall promptly (within twenty-four (24) 24 hours) advise the other party Acquiror following the receipt by it of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide and advise the other party with an unredacted copy Acquiror of any developments with respect to such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of immediately upon the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms occurrence thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party Premcor agrees that neither it will not, and will cause each nor any of its Subsidiaries nor any of its and its and their respective officers, Subsidiaries’ directors, officers and Affiliates shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents, advisors agents and representatives (collectivelyincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after that, following the date of this Agreement and prior to the receipt of the Requisite Sterling VoteAgreement, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Premcor receives an unsolicited bona fide written Acquisition ProposalProposal not in breach of this Section 6.4, such party Premcor may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party Premcor concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, provided further that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Premcor shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement . Premcor shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Valero, with respect to any Acquisition Proposal. Each party Premcor will promptly (within twenty-four (24) hoursone day) advise the other party Valero in writing following receipt of any Acquisition Proposal or any inquiry which that could reasonably be expected to lead to an Acquisition Proposal, and shall keep Valero fully informed of the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalmaterial terms thereof), and will keep the other party Valero apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Premcor shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used Premcor agrees to promptly inform its Subsidiaries, Affiliates, directors, officers, employees, agents and Representatives of the obligations undertaken in this Section 6.4. Nothing in this Section 6.4 shall (A) permit Premcor to terminate this Agreement or (B) affect or limit any other obligation of Valero or Premcor under this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will Anchor shall not, and will shall cause each of its Subsidiaries and cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event that after the date of this Agreement and that, prior to the receipt of the Requisite Sterling Anchor Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party event Anchor receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Anchor shall have provided such party information to Old National, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyAnchor. Each party Anchor will, and will cause its Subsidiaries and the Representatives of Anchor and its Subsidiaries to, (A) immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Old National with respect to any Acquisition Proposal. Each party will promptly , (within twenty-four (24B) hours) advise request and confirm the other party following receipt prompt return or destruction of all confidential information previously furnished with respect to any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal)C) not terminate, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “waive,

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, to any person relating to (other than Parent, Parent Bank and their Representatives in their capacity as such) concerning any Acquisition Proposal or (iv) unless this Agreement has been terminated have or participate in accordance any discussions with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) person (other than a confidentiality agreement referred to Parent, Parent Bank and entered into their Representatives in accordance with this Section 6.13their capacity as such) in connection with or relating to any Acquisition Proposal. Notwithstanding , except, for purposes of this clause (iv) to notify such person of the foregoingexistence of the provisions of this Section 6.13(a); provided that prior to the date of the Company Meeting, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling VoteCompany receives from any person other than Parent, in the case of Sterling, Parent Bank or the Requisite Webster Vote, in the case of Webster, a party receives their respective Representatives an unsolicited bona fide written Acquisition ProposalProposal that did not result from a breach of this Section 6.13, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data to, and participate in such negotiations or in, discussions with the such person making the with respect to such Acquisition Proposal if but only to the extent that, prior to doing so, its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, further, that, prior to furnishing providing any confidential or nonpublic information or data or participating in any discussions, in each case, permitted to be provided pursuant to this sentencethe foregoing proviso, the Company shall have provided such party information or data to Parent and shall have entered into a confidentiality agreement with the such person making such Acquisition Proposal on terms no less favorable stringent to it such person than the terms of the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company or its Representatives. Each party willWithout limiting the foregoing, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated it is agreed that any activities, discussions violation of the restrictions set forth in this Section 6.13 by any Subsidiary or negotiations conducted before Representative of the date Company shall constitute a breach of this Agreement with any person other than Section 6.13 by the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Company.

Acquisition Proposals. (a) Each party agrees that it will National Penn shall not, and will shall cause each of its Subsidiaries and cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event that after the date of this Agreement and that, prior to the receipt of the Requisite Sterling National Penn Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party event National Penn receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, National Penn shall have provided such party information to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyNational Penn. Each party National Penn will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party National Penn will promptly (and in any event within twenty-four one (241) hoursbusiness day) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could would reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within one (1) business day) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party National Penn shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used Unless this Agreement has been terminated in this Agreementaccordance with its terms, “National Penn shall not, and shall cause its Subsidiaries and cause its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter

Acquisition Proposals. (a) Each party agrees that it will (i) From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, Regis shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (iA) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries the making of any offer or proposals with respect proposal which constitutes or that would reasonably be expected to lead to, any Regis Acquisition Proposal, (iiB) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, merger agreement option agreement, or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating related to any Regis Acquisition Proposal (each, a “Regis Acquisition Agreement”) or (C) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any offer or proposal that constitutes, or that would reasonably be expected to lead to, any Regis Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt Regis Shareholders Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.5(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Regis receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Regis Acquisition Proposal if from any Person that in the good faith judgment of Regis’s Board of Directors of such party concludes in good faith constitutes, or is reasonably likely to lead to, a Superior Regis Proposal, Regis may (after receiving the advice of its outside counsel, and x) furnish information (including non-public information) with respect to financial matters, its financial advisors) that failure Regis to take any such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided Person pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on containing terms no less favorable to it restrictive on such Person than those in the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right Agreement are to negotiate Xxxxxxx-Xxxxxx and (y) participate in negotiations with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Person regarding such Regis Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party MainSource agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding , except to notify such person of the foregoingexistence of the provisions of this Section 6.12(a); provided, that, prior to the adoption of this Agreement by the shareholders of MainSource by the Requisite MainSource Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party MainSource receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more reasonably likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party MainSource shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality AgreementAgreement and which is expressly assignable to First Financial, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyMainSource. Each party MainSource will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party First Financial with respect to any Acquisition Proposal. Each party MainSource will promptly (within twenty-four (24) hours) advise the other party First Financial following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and a copy thereof if in writing and any draft agreements, proposals related documentation or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalcorrespondence), and will keep the other party First Financial apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party MainSource shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it NAL will not, and will cause each of its Subsidiaries and its and their respective officers, directors, its Subsidiaries’ officers and directors not to and will use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents, advisors and representatives (collectively, “Representatives”) other Representatives and affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, ; provided that in the event that after the date of this Agreement and event, prior to the receipt time the NAL Requisite Vote is obtained but not after, (1) NAL receives, after the execution of the Requisite Sterling Votethis Agreement, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition ProposalProposal from a person other than FNFG, and (2) the NAL Board concludes in good faith (A) that such party Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and (B) that, after considering the advice of outside counsel, failure to take such actions would result in a violation of the directors’ fiduciary duties under the DGCL, NAL may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) such Acquisition Proposal; provided that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into an agreement with such third party on terms substantially similar to those contained in the Confidentiality Agreement (except that NAL may enter into a confidentiality agreement without a standstill provision or with the person making such Acquisition Proposal on terms no a standstill provision less favorable to NAL if and only if it than first waives or similarly modifies the standstill provision in the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party). Each party will, and NAL will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person persons other than the other party FNFG with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal. Each party NAL will promptly (within twenty-four (24) hoursone business day) advise the other party FNFG following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party FNFG apprised of any related developments, discussions and negotiations (including the terms and conditions of such Acquisition Proposal) on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will Company shall not, and will shall cause each of its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to receipt of the foregoingRequisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Company shall have provided notice to Parent of its intention to provide such party information, and shall have provided such information to Parent if not previously provided to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyCompany. Each party Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party Company will promptly (and in any event within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Company shall use its reasonable best efforts efforts, subject to applicable law, to (x) enforce any existing confidentiality confidentiality, standstill or standstill similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with the terms thereof. As used its terms, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a confidentiality agreement referred to and entered into in accordance with this Agreement, “Section 6.10(a)) relating to any Acquisition Proposal).

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, agents, advisors and representatives (collectively, “Representatives”) shall not permit its and their other respective Representatives to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement February 3, 2020 and prior to the receipt of the Requisite Sterling Viking Vote, in the case of SterlingViking, or the Requisite Webster Camber Vote, in the case of WebsterCamber, a party receives an unsolicited a bona fide written Acquisition ProposalProposal not solicited in violation of this Section 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take taking such actions would be more likely than not required to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party, and shall otherwise permit such party to comply with its obligations herein. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement February 3, 2020 with any person other than the other party Viking or Camber, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise , and request the other party following receipt return or destruction of any Acquisition Proposal or any inquiry which could reasonably be expected confidential information previously delivered to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments pursuant to or revisions of the terms of any confidentiality agreement to the extent provided by such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “agreement.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, agents, advisors and representatives (collectively, “Representatives”) shall not permit its and their other respective Representatives to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Viking Vote, in the case of SterlingViking, or the Requisite Webster Camber Vote, in the case of WebsterCamber, a party receives an unsolicited a bona fide written Acquisition ProposalProposal not solicited in violation of this Section 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take taking such actions would be more likely than not required to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party, and shall otherwise permit such party to comply with its obligations herein. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Viking or Camber, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise , and request the other party following receipt return or destruction of any Acquisition Proposal or any inquiry which could reasonably be expected confidential information previously delivered to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments pursuant to or revisions of the terms of any confidentiality agreement to the extent provided by such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “agreement.

Acquisition Proposals. (a) Each party Prior to the Effective Time, the Company agrees that it will notneither it, and will cause each nor any of its Subsidiaries and its and or Affiliates, nor any of their respective directors, officers, directors, employees, agentsagents or representatives, advisors and representatives (collectively, “Representatives”) not towill, directly or indirectly, (i) solicit, initiate, solicit, knowingly facilitate or encourage (including by way of furnishing or knowingly facilitate disclosing non-public information) any inquiries or proposals the making of any proposal with respect to any merger, consolidation or other business combination involving the Company or any Subsidiary of the Company, the acquisition of all or any significant part of the assets or capital stock of the Company or any Subsidiary of the Company (an "Acquisition Transaction") or (ii) negotiate, explore or otherwise engage in discussions with any Person (other than Parent and its representatives) with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toTransaction, or have or participate in any discussions withwhich may reasonably be expected to lead to a proposal for an Acquisition Transaction, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement arrangement or other agreement understanding with respect to any such Acquisition Transaction; provided, however, that the Company may, in response to an unsolicited written proposal from a third party regarding a Superior Proposal (whether written or oralas hereinafter defined), binding or nonbinding) (other than a confidentiality agreement referred furnish information to and entered into engage in accordance discussions and negotiations with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingsuch third party, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal but only if the Board of Directors of such party concludes the Company determines in good faith (faith, after receiving the advice of consultation with its financial advisors and outside independent counsel, that taking such action is in the best interests of the Company and its shareholders and such action is consistent with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw. If specifically requested by a Person without prior contact from the Company or its representatives, the Company may waive the provisions of any "standstill" agreements between the Company and any Person to the extent necessary to permit such Person to submit a proposal for an Acquisition Transaction that the Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Proposal; provided, that, prior to furnishing any confidential that such waiver (i) does not violate or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement conflict with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date foregoing provisions of this Agreement with Section 2.3(a) and (ii) would not, in any person other than the other party with respect event, permit such Person to acquire any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt direct or indirect beneficial ownership of shares of Company Common Stock or participate in any Acquisition Proposal tender offer or any inquiry which could reasonably be expected proxy solicitation relating to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity shares of the person making Company Common Stock that would otherwise be prohibited by such inquiry or Acquisition Proposal)"standstill" agreement. It is understood and agreed, will provide without limitation of the other party with an unredacted copy Company's obligations, that any violation of this Section 2.3 by any such Acquisition Proposal and any draft agreementsdirector, proposals officer, Affiliate, investment banker, financial advisor, attorney or other materials received from advisor or representative of the Company, whether or not such Person is purporting to act on behalf of the person making such inquiry Company, or Acquisition Proposal in connection with such inquiry or Acquisition Proposalotherwise, and will keep shall be deemed to be a breach of this Section 2.3 by the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Company.

Acquisition Proposals. (a) Each party AMNB agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal Proposal, (iv) grant any waiver, amendment or release of or under, or fail to enforce, any confidentiality, standstill or similar agreement (or any confidentiality, standstill or similar provision of any other contract), or (ivv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.11) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling AMNB Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party AMNB receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from or arise in connection with a breach of this Section 6.11(a), such party AMNB may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data (but only if AMNB shall have provided such information to Buyer concurrently or prior to furnishing it to any such person) and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party AMNB concludes in good faith (after receiving the advice of consulting with its outside counsel, and with respect to financial matters, its financial advisors) that such Acquisition Proposal constitutes or could reasonably be expected to lead to, a Superior Proposal and that the failure to take such actions would be more reasonably likely than not to result in be a violation of its fiduciary duties under applicable law; provided, that, that prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party AMNB shall have (A) provided such information to Buyer and entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with AMNB or otherwise prevent AMNB from providing any information to Buyer in accordance with this Agreement or otherwise comply with its obligations under this Agreement, and (B) provided Buyer with at least one (1) business day prior notice of taking any such partyaction. Each party AMNB will, and will cause its Subsidiaries and Representatives to, (x) immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties hereto, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal offer or any inquiry which could proposal that constitutes, or may reasonably be expected to lead to to, an Acquisition Proposal, and (y) request the substance thereof prompt return or destruction of all confidential information previously furnished to any person (including other than the terms parties hereto and conditions of and the identity of the person making such inquiry its Representatives) that has made or indicated an intention to make an Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, agents, advisors and representatives (collectively, “Representatives”) shall not permit its and their other respective Representatives to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after February 15, 2021 the date of this Agreement hereof and prior to the receipt of the Requisite Sterling Viking Vote, in the case of SterlingViking, or the Requisite Webster Camber Vote, in the case of WebsterCamber, a party receives an unsolicited a bona fide written Acquisition ProposalProposal not solicited in violation of this Section 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take taking such actions would be more likely than not required to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party, and shall otherwise permit such party to comply with its obligations herein. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before February 15, 2021 the date of this Agreement hereof with any person other than the other party Viking or Camber, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise , and request the other party following receipt return or destruction of any Acquisition Proposal or any inquiry which could reasonably be expected confidential information previously delivered to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments pursuant to or revisions of the terms of any confidentiality agreement to the extent provided by such inquiry or Acquisition Proposalagreement. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “February 2021 - April 2023 – First Amendment to

Acquisition Proposals. (a) Each party Kinderhook agrees that it will not, and will cause each of its Subsidiaries and its and their respective directors, officers, directors, employees, agents, advisors employees and representatives (collectively, “Representatives”) Representatives and Affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) continue, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person (other than Persons who are Affiliates or Representatives of Kinderhook or Community) relating to any Acquisition Proposal to, or (iv) unless this Agreement has been terminated in accordance with its termsapprove, approve recommend, agree to or enter into any term sheetaccept, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to, but not after, the foregoingtime the Kinderhook Shareholder Approval is obtained, in the event that if Kinderhook receives an unsolicited bona fide Acquisition Proposal after the date of this Agreement that was not received in violation of clauses (i) – (iv) above, and prior Kinderhook’s Board of Directors concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to the receipt of the Requisite Sterling Vote, result in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Superior Proposal, such party Kinderhook may, and may permit its Subsidiaries officers and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data to and participate in such negotiations or discussions with the person Person making the such Acquisition Proposal if to the extent that the Board of Directors of such party Kinderhook concludes in good faith (after receiving the advice of its outside counselcounsel and, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, thatfurther, that prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Kinderhook shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement Agreement and shall provide to Community any such information not provide such person with any exclusive right previously provided to negotiate with such partyCommunity. Each party will, and Kinderhook will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Community with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Kinderhook shall use its reasonable best efforts efforts, subject to enforce applicable Law, to, within ten (10) Business Days after the date hereof, request and confirm the return or destruction of any confidential information provided to any Person (other than Community and its Affiliates and its and their Representatives) pursuant to any existing confidentiality confidentiality, standstill or standstill similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and shall withdraw and terminate any access that was granted to any third party to any “data room” (electronic or physical) that was established in accordance connection with the terms thereof. As used in this Agreement, “a transaction involving Kinderhook.

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and nor any of their respective officers, directorsdirectors and employees shall, employees, agents, advisors and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any financial advisor, “Representatives”attorney or accountant retained by it) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors and employees shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a if the Company Board receives from the Person so requesting such information an executed confidentiality agreement referred on terms not less restrictive to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, other party than those contained in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, Confidentiality Agreement; (C) engaging in the case of Sterling, any negotiations or the Requisite Webster Vote, in the case of Webster, a party receives discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal, ; or (D) recommending such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to take such actions would be more likely than not to result in a violation of its comply with their respective fiduciary duties under applicable law; providedLaw and (ii) in each such case referred to in clause (C) or (D) above, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement the Company Board determines in good faith (after consultation with the person making its financial advisor) that such Acquisition Proposal on terms no less favorable to is a Superior Proposal. The Company agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.06. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the substance thereof (including the material terms and conditions of any proposal or offer and the identity of the person making such inquiry or Acquisition Proposal)thereafter shall keep Parent informed, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce offers and the status of any existing confidentiality such discussions or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofnegotiations. As used in this Agreement, (i) “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries and (ii) any proposal or offer to

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.12) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling IBTX Vote, in the case or IBTX, or the Requisite TCBI Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterTCBI, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party TCBI or IBTX, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will FCB shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to and entered into in accordance with this Section 6.13) in connection with facilitate any inquiries or relating the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt FCB Stockholders’ Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.6(a), FCB receives an Acquisition Proposal from any Person that in the case good faith judgment of Sterlingthe FCB Board is, or is reasonably likely to lead to the Requisite Webster Votedelivery of, a Superior Proposal, FCB may (x) furnish information (including non-public information) with respect to FCB to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the case of WebsterConfidentiality Agreement between ANB and FCB, a party receives an unsolicited bona fide written and (y) participate in negotiations with such Person regarding such Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the FCB Board of Directors of such party concludes determines in good faith (faith, after receiving the advice of its outside consultation with counsel, and with respect to financial matters, its financial advisors) that failure to take such actions do so would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Law.

Acquisition Proposals. (a) Each party agrees that it will Susquehanna shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to receipt of the foregoingRequisite Susquehanna Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Susquehanna receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Susquehanna shall have provided such party information to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partySusquehanna. Each party Susquehanna will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party Susquehanna will promptly (and in any event within twenty-four one (241) hoursbusiness day) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within one (1) business day) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “a

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal Proposal, except to notify a person that has made or, to the knowledge of the Company, is making any inquiries with respect to, or (iv) unless is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.12(a); provided that, prior to the approval of this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter by the shareholders of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingCompany by the Requisite Company Vote, in the event the Company receives an Acquisition Proposal that after was not the date result of a willful or material breach of this Agreement and prior to the receipt of the Requisite Sterling VoteSection 6.12, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will use its reasonable best efforts to cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company will promptly (within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof Proposal (including the material terms and conditions of of, and the identity of the person making making, such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Parent reasonably apprised of any related developments, discussions and negotiations on a current basisnegotiations, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party The Company shall (A) withdraw and terminate access that was granted to any person (other than the parties to this Agreement and their respective affiliates and Representatives) to any “data room” (virtual or physical) that was established in connection with a transaction involving the Company and (B) use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to receipt of the foregoingRequisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of the Company concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, the Company shall have provided notice to Parent of its intention to provide such party information, and shall have provided such information to Parent if not previously provided to Parent, and shall have entered into a confidentiality non-disclosure agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Non-Disclosure Agreement, which confidentiality non-disclosure agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company will promptly (and in any event within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party The Company shall use its reasonable best efforts efforts, subject to applicable law, to (x) enforce any existing confidentiality non-disclosure, standstill or standstill similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal, and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such non-disclosure, standstill or similar agreement. Unless this Agreement is contemporaneously terminated in accordance with its terms, the terms thereof. As used Company shall not, and shall cause its Representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a non-disclosure agreement referred to and entered into in accordance with this Agreement, “Section 6.10(a)) relating to any Acquisition Proposal).

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to receipt of the foregoingRequisite Company Vote, in the event that the Company receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement and prior its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to the receipt of the Requisite Sterling Votefinancial matters, its financial advisors) that such Acquisition Proposal constitutes or is more likely than not to result in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Superior Proposal, such party the Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be more likely than not expected to result in a violation of violate its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms terms, in all material respects, no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party The Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company will promptly (and in any event within twenty-four (24) hours) advise the other party Parent in writing following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or any amendment or modification thereof), and will keep the other party apprised promptly (and in any event within twenty-four (24) hours) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party The Company shall use its reasonable best efforts efforts, subject to applicable law and the fiduciary duties of the Board of Directors of the Company, to enforce any existing confidentiality confidentiality, standstill or standstill similar agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with its terms. The Company shall use its reasonable best efforts, subject to applicable law, to, within ten (10) business days after the terms thereofdate hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its affiliates) pursuant to any such confidentiality, standstill or similar agreement. As used Unless this Agreement is contemporaneously terminated in accordance with its terms, the Company shall not, and shall cause its Representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with this Agreement, “Section 6.12(a)) relating to any Acquisition Proposal.

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal Proposal, except to notify a person that has made or, to the knowledge of the Company, is making any inquiries with respect to, or (iv) unless is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.11(a); provided that, prior to the approval of this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter by the shareholders of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingCompany by the Requisite Company Vote, in the event the Company receives an Acquisition Proposal that after was not the date result of a willful or material breach of this Agreement and prior to the receipt of the Requisite Sterling VoteSection 6.11(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will use its reasonable best efforts to cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company shall provide three (3) Business Days written notice to Parent prior to entering into any Acceptable Confidentiality Agreement. The Company will promptly (within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof Proposal (including the material terms and conditions of of, and the identity of the person making making, such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Parent reasonably apprised of any related developments, discussions and negotiations on a current basisnegotiations, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party The Company shall use its reasonable best efforts withdraw and terminate access that was granted to enforce any existing confidentiality person (other than the parties to this Agreement and their respective affiliates and Representatives) to any “data room” (virtual or standstill agreements to which it or any of its Subsidiaries is a party physical) that was established in accordance connection with the terms thereof. As used in this Agreement, “an Acquisition Proposal.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person (or Representative of such person) concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person (or Representative of such person) relating to, any Acquisition Proposal, (iv) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other contract related to any Acquisition Proposal or (ivv) unless this Agreement has been terminated in accordance with its terms, approve propose or enter into agree to do any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, that, prior to the applicable vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a either party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counselcounsel and, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party United or Rockville, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party Patriot agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding , except to notify such person of the foregoingexistence of the provisions of this Section 6.11(a); provided, that, prior to the adoption of this Agreement by the shareholders of Patriot by the Requisite Patriot Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Patriot receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Patriot shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyPatriot. Each party Patriot will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Green with respect to any Acquisition ProposalProposal and will use its reasonable best efforts, subject to applicable law, to (x) enforce any confidentiality, standstill or similar agreement relating to an Acquisition Proposal and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Green and its affiliates) pursuant to any such agreement. Each party Patriot will promptly (within twenty-four (24) hours) advise the other party Green following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and copies of any written Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Green apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party NewBridge agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding , except to notify such person of the foregoingexistence of the provisions of this Section 6.12(a); provided, that, prior to obtaining the Requisite NewBridge Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party NewBridge receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more reasonably likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party NewBridge shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyNewBridge. Each party NewBridge will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Yadkin with respect to any Acquisition ProposalProposal and will use its reasonable best efforts, subject to applicable law, to (x) enforce any confidentiality, standstill or similar agreement relating to an Acquisition Proposal and (y) within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Yadkin) pursuant to such agreement. Each party NewBridge will promptly (within twenty-four (24) hours) advise the other party Yadkin following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and copies of any written Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Yadkin apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “"Representatives”") not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a either party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ ' Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; providedprovided further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twentyseventy-four two (2472) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “"Acquisition Proposal" shall mean, other than the transactions contemplated by this Agreement or as set forth on Section 6.11(a) of the TCG Disclosure Schedule, any offer, proposal or inquiry relating to, or any third party indication of interest in, (A) any acquisition or purchase, direct or indirect, of more than the Specified Percentage of the consolidated assets of a party and its Subsidiaries or more than the Specified Percentage of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than the Specified Percentage of the consolidated assets of the party, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning more than the Specified Percentage of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than the Specified Percentage of the consolidated assets of the party, or (C) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute more than the Specified Percentage of the consolidated assets of the party. For purposes hereof, "Specified Percentage" means 24.9% in the case of TCG and 49.9% in the case of MB.

Acquisition Proposals. (a) Each party From the execution of this Agreement until the earlier to occur of (x) the date of the termination of this Agreement in accordance with its terms and (y) the Effective Time, except as expressly permitted by this Section 5.02, the Company agrees that neither it will not, and will cause each nor any of its Subsidiaries nor any of its or their respective directors or officers shall, and the Company shall instruct and use its reasonable best efforts to cause its and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) Subsidiaries’ other Representatives not to, directly or indirectly, (i) solicit, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal or the making or consummation thereof or (ii) other than to inform any Person of the existence of the provisions contained in this Section 5.02, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, or enter into any agreement with respect to, any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with this Section 5.02). Notwithstanding the foregoing, at any time prior to obtaining the Company Shareholder Approval, in response to a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors of the Company, acting upon the recommendation of the Committee, determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or would reasonably be expected to result in a Superior Proposal, and such action is reasonably likely to be necessary in order for the substance thereof directors to comply with their fiduciary duties under applicable Law (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposalassuming Israeli Law follows Delaware Law on these matters), will provide the other party Company and its Representatives may (A) furnish information with an unredacted copy of any respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement containing terms no less favorable to the disclosing party than those set forth in the Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amending of an Acquisition Proposal to the extent such Acquisition Proposal is made directly to the Company) (an “Acceptable Confidentiality Agreement”); provided, that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to, or substantially concurrently (and in any draft agreementsevent within 24 hours) with the time it is provided or made available to such Person; provided, proposals further, if the Person making such Acquisition Proposal is or other materials received from or on behalf would reasonably be viewed as a competitor of the person making Company, the Company shall not provide any commercially sensitive non-public information to such inquiry or Acquisition Proposal Person in connection with such inquiry or Acquisition Proposal, and will keep the any actions permitted by this Section 5.02 other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party than in accordance with customary “clean room” or other similar procedures designed to limit any adverse effect on the terms thereof. As used Company of the disclosure of competitively sensitive information and (B) participate in this Agreement, “discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling First Midwest Vote, in the case of SterlingFirst Midwest, or the Requisite Webster Old National Vote, in the case of WebsterOld National, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its outside financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party Business Bank agrees that it will not, and will cause each of its Subsidiaries and its and their respective directors, officers, directors, employees, agents, advisors employees and representatives (collectively, “Representatives”) Representatives and Affiliates not to, directly or indirectly, (i) initiate, solicit, or knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Business Bank receives an unsolicited bona fide written Acquisition Proposal that does not violate (i) and (ii) above at any time prior to, but not after, the time this Agreement is adopted by the Business Bank Shareholder Approval, and Business Bank’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, such party Business Bank may, and may permit its Subsidiaries officers and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party Business Bank concludes in good faith (after receiving and based on the written advice of its outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation breach of its fiduciary duties obligations to the Business Bank Shareholders under applicable lawLaw; providedprovided further, that, that prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Business Bank shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Business Bank will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Seacoast with respect to any Acquisition Proposal. Each party will Business Bank shall promptly (and in any event within twenty-four (24) hours) advise Seacoast in writing following the other party following receipt or notice of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Seacoast apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a current basis, including . Business Bank agrees that any amendments to or revisions breach by its Representatives of the terms of such inquiry or Acquisition Proposal. Each party this Section 4.12 shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is be deemed a party in accordance with the terms thereof. As used in this Agreement, “breach by Business Bank.

Acquisition Proposals. (a) Each party agrees that it will Company shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event that that, after the date of this Agreement hereof and prior to the receipt of the Requisite Sterling Company Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party event Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Company shall have provided such party information to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyCompany. Each party Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party Company will promptly (and in any event within twenty-four one (241) hoursbusiness day) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised Parent promptly (and in any event within one (1) business day) advised of any related substantive developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Company shall (1) withdraw and terminate access that was granted to any person (other than the parties to this Agreement and their respective affiliates and representatives) to any “data room” (virtual or physical) that was established in connection with a transaction involving Company and (2) use its reasonable best efforts efforts, subject to applicable law and the fiduciary duties of the Company Board, to enforce any existing confidentiality or (to the extent separate from a confidentiality agreement) standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofthereof and, in accordance therewith, cause any person (other than a party to this Agreement, its affiliates and representatives) to return or destroy non-public information regarding Company or any of its affiliates in connection with a potential transaction involving Company. During the term of this Agreement, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement, or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13(a)) relating to any Acquisition Proposal. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will Xxxxx shall not, and will shall cause each of its Subsidiaries Town Square and its and their respective officersRepresentatives, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) continue or otherwise maintain, initiate, solicitsolicit or encourage (including by way of furnishing information or assistance), knowingly encourage or knowingly facilitate take any other action to facilitate, any inquiries or proposals with respect to the making of any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toproposal that constitutes, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and reasonably may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition to, any Competing Proposal, and the substance thereof (including the terms and conditions or enter into or maintain discussions or negotiate with any Person in furtherance of and the identity or relating to such inquiries or to obtain a Competing Proposal, or agree to or endorse any Competing Proposal, or authorize or permit any Representative of the person making such inquiry Xxxxx or Acquisition Proposal), will provide the other party with an unredacted copy of Town Square to take any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalaction, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Xxxxx shall use its reasonable best efforts to enforce cause the Representatives of Xxxxx not to take any existing confidentiality such action, and Xxxxx shall promptly notify City if any such inquiries or standstill agreements proposals are made regarding a Competing Proposal, and Xxxxx shall keep City informed, on a current basis, of the status and terms of any such proposals; provided, however, that prior to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used Xxxxx Shareholder Adoption, nothing contained in this AgreementSection shall prohibit Xxxxx from, “in connection with a Superior Competing Transaction, furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to acquire Xxxxx and/or Town Square pursuant to a merger, consolidation, share exchange, business combination or other similar transaction if, and only to the extent that, (A) the Xxxxx Board, after consultation with independent legal counsel, determines in good faith that such action is reasonably required for the Xxxxx Board to comply with its fiduciary duties to shareholders imposed by MGCL, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Xxxxx provides written notice to City to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (C) prior to furnishing such information to such Person, Xxxxx receives from such Person an executed confidentiality agreement with terms no less favorable to Xxxxx than those governing confidentiality between City and Xxxxx, and (D) Xxxxx keeps City informed, on a current basis, of the status and details of any such discussions or negotiations.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal (other than the parties to this Agreement and their Representatives) or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.14) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Partners Vote, in the case of SterlingPartners, or the Requisite Webster LINK Vote, in the case of WebsterLINK, a party receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from a breach of this Section 6.14, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if but only to the extent that, prior to doing so, the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its outside financial advisors) that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have provided such information to the other party to this Agreement and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to (x) enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofthereof and (y) within five (5) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than the parties to this Agreement and their Representatives in their capacity as such) pursuant to any such agreement. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officersdirectors and officers not to, directors, employees, agents, advisors and representatives (collectively, “Representatives”) shall not permit its and their other respective Representatives to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Viking Vote, in the case of SterlingViking, or the Requisite Webster Camber Vote, in the case of WebsterCamber, a party receives an unsolicited a bona fide written Acquisition ProposalProposal not solicited in violation of this Section 6.13, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal and such person’s Representatives if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take taking such actions would be more likely than not required to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party, and shall otherwise permit such party to comply with its obligations herein. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Viking or Camber, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise , and request the other party following receipt return or destruction of any Acquisition Proposal or any inquiry which could reasonably be expected confidential information previously delivered to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments pursuant to or revisions of the terms of any confidentiality agreement to the extent provided by such inquiry or Acquisition Proposalagreement. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any Agreement and Plan of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Merger

Acquisition Proposals. (a) Each party Atlantic Capital will, and will cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than South State with respect to any Acquisition Proposal. Atlantic Capital agrees that it will not, and will cause each of its Subsidiaries not to, and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal (except to notify a person that has made or, to the knowledge of such party, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section ‎6.14(a)), or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.13‎6.14(a)) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Atlantic Capital Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Atlantic Capital receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from or arise in connection with a breach of this Section ‎6.14(a), such party Atlantic Capital may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party Atlantic Capital concludes in good faith (after receiving the advice of its outside counsel, counsel and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, Atlantic Capital shall have provided such party information to South State and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it Atlantic Capital than the Confidentiality Agreement (“Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyAtlantic Capital. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party Atlantic Capital will promptly (within twenty-four (24) hours) advise the other party South State following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, Proposal and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party South State with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party South State apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Atlantic Capital shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal Proposal, except to (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person or (ivB) unless this Agreement notify a person that has been terminated in accordance with its termsmade or, approve or enter into any term sheetto the knowledge of the Company, letter is considering making, an Acquisition Proposal, of intent, commitment, memorandum the existence of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with the provisions of this Section 6.13) in connection with or relating 6.10(a); provided, that, prior to any Acquisition Proposal. Notwithstanding the foregoingapproval of the Merger by the stockholders of the Company by the Requisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of violate its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will use its reasonable best efforts to cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Purchaser with respect to any Acquisition Proposal. Each party The Company will promptly (within twenty-four (24) hoursone business day) advise the other party Purchaser following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy and copies of any such Acquisition Proposal and any draft proposed agreements, proposals financing commitments, term sheets or other materials received from or on behalf letters of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalintent related thereto), and will keep the other party Purchaser apprised on a current basis of any related developments, discussions and negotiations on a current basisnegotiations, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of the Company and its Subsidiaries or 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the Company, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the Company.

Acquisition Proposals. 7.5.1. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition ProposalProposal (as defined below), (ii) engage or participate in any negotiations with any person Person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.137.5) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Bridge Bancorp Vote, in the case or Bridge Bancorp, or the Requisite DCB Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterDCB, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person Person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person Person making such Acquisition Proposal on terms no less favorable to it such party than the Confidentiality Agreement, which confidentiality agreement shall not provide such person Person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Person other than the other party DCB or Bridge Bancorp, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party agrees that it will As of the date hereof, BANK shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to and entered into in accordance with this Section 6.13) in connection with facilitate any inquiries or relating the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt BANK Stockholders’ Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.6(a), BANK receives an Acquisition Proposal from any Person that in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith judgment of the BANK Board (after receiving the advice of its outside counsellegal and financial advisors (who shall be a nationally recognized investment banking firm)) is, and or is reasonably likely to lead to the delivery of, a Superior Proposal, BANK may (x) furnish information (including non-public information) with respect to financial matters, its financial advisors) that failure BANK to take any such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided Person pursuant to this sentence, such party shall have entered into a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between TIB and BANK dated January 23, 2006, and (y) participate in negotiations with the person making such Person regarding such Acquisition Proposal on terms no less favorable Proposal. Neither the BANK Board nor any committee thereof shall (i) withdraw or modify, or propose to it than withdraw or modify, in a manner adverse to TIB, the Confidentiality approval or recommendation by the BANK Board, or such committee thereof, of the Merger or this Agreement; (ii) approve or recommend, which confidentiality agreement shall not provide such person with any exclusive right or propose to negotiate with such party. Each party willapprove or recommend, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly ; or (within twenty-four (24iii) hours) advise the other party following receipt of any Acquisition Proposal authorize or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it permit BANK or any of its Subsidiaries is a party in accordance with to enter into any Acquisition Agreement. Notwithstanding the terms thereof. As used in foregoing, upon satisfaction of the notice, matching, payment and other requirements and procedures of Section 10.1(k) of this Agreement, “the BANK Board may approve or recommend (and, in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Superior Proposal.

Acquisition Proposals. (a) Each party The Company agrees that that, during the term of this Agreement, it will shall not, and shall not authorize or permit any of the Company's or any of its Subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly, to solicit, initiate, encourage or take any action to facilitate, or furnish or disclose nonpublic information in furtherance of, any inquiries or the making of any offer or proposal regarding, or participate in any discussions or negotiations with, or provide any information to, any Person (other than Buyer and any of its Subsidiaries or Representatives) concerning any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided, that the Company may furnish information to, and negotiate or otherwise engage in discussions with, any individual or entity that delivers a written proposal for an Acquisition Proposal that was not solicited, encouraged or facilitated after the date of this Agreement if and so long as (i) the Board of Directors of the Company determines (A) in good faith by a majority vote, based on the advice of its outside legal counsel, that failing to take such action would constitute a breach of its fiduciary duties under applicable laws and (B) that such a proposal is a Superior Proposal and (ii) prior to furnishing any information to such individual or entity, the Company shall enter into a confidentiality agreement that contains "standstill provisions" that are no less restrictive than the "standstill provisions" set forth in the paragraph captioned "Standstill" on page 2 of the Confidentiality Agreement, and otherwise is substantially similar to the Confidentiality Agreement. The Company immediately will cease, and shall cause each of its Subsidiaries and its Subsidiaries' representatives to cease, all existing activities, discussions and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly negotiations with any individual or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals entity conducted heretofore with respect to any Acquisition Proposal, (ii) engage Proposal and request the return of all confidential information regarding the Company or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating of its Subsidiaries provided to any Acquisition Proposal such individual or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred entity prior to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior pursuant to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal confidentiality agreements or any inquiry which could reasonably be expected to lead to an Acquisition Proposalotherwise, and the substance thereof (including the terms Company shall enforce and conditions of and the identity shall not waive any of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy provisions of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “agreement.

Acquisition Proposals. (a) Each party agrees that it will Landmark shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or any of its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to and entered into in accordance with this Section 6.13) in connection with facilitate any inquiries or relating the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt Landmark Stockholders’ Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.5(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party (A) Landmark receives an unsolicited bona fide written Acquisition Proposal from any Person that in the good faith judgment of the Landmark Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with (B) the person making the Acquisition Proposal if the Landmark Board of Directors of such party concludes determines in good faith (faith, after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take participate in discussions with such actions Person concerning such Acquisition Proposal would be more likely than not to result in a violation of its fiduciary duties under applicable law; providedLaw, that, prior then Landmark may (x) furnish information (including non-public information) with respect to furnishing Landmark to any confidential or nonpublic information permitted to be provided such Person pursuant to this sentence, such party shall have entered into a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and Landmark dated February 9, 2018 (provided that Landmark must contemporaneously furnish to NCC all such information furnished to such Person), and (y) participate in negotiations with the person making such Person regarding such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will RBF shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to and entered into in accordance with this Section 6.13) in connection with facilitate any inquiries or relating the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt RBF Stockholders’ Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.5(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party (A) RBF receives an unsolicited bona fide written Acquisition Proposal from any Person that in the good faith judgment of the RBF Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with (B) the person making the Acquisition Proposal if the RBF Board of Directors of such party concludes determines in good faith (faith, after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take participate in discussions with such actions Person concerning such Acquisition Proposal would be more likely than not to result in a violation of its fiduciary duties under applicable law; providedLaw, that, prior then RBF may (x) furnish information (including non-public information) with respect to furnishing RBF to any confidential or nonpublic information permitted to be provided such Person pursuant to this sentence, such party shall have entered into a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and RBF dated April 16, 2015 (provided that RBF must contemporaneously furnish to NCC all such information furnished to such Person), and (y) participate in negotiations with the person making such Person regarding such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party The Company agrees that it will shall not, and will shall use its reasonable best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors advisers and representatives (collectively, “Representatives”) Affiliates not to, directly solicit or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to to, any Acquisition Proposal tender or (iv) unless this Agreement has been terminated in accordance with its termsexchange offer, approve or enter into any term sheetproposal for a merger, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement consolidation or other agreement business combination involving the Company or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or operations of, the Company or any of its Subsidiaries (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding of the foregoing, an "ACQUISITION PROPOSAL"), other than the transactions contemplated by this Agreement or the Stock Option Agreement; provided, that nothing contained in this Agreement shall prevent the Company's Board of Directors from (i) making any disclosure to its stockholders if, in the event that good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) providing (or authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any person who has made a bona fide written Acquisition Proposal received after the date hereof which did not result from a breach of this Agreement Section 6.06; (iii) recommending such an Acquisition Proposal to its stockholders (and prior in connection therewith withdrawing its favorable recommendation to stockholders of this Agreement), if and only to the receipt of the Requisite Sterling Voteextent that, in the case of Sterlingactions referred to in clause (ii) or (iii), or the Requisite Webster Vote, in the case of Webster, (x) such Acquisition Proposal is a party receives an unsolicited bona fide written Acquisition Superior Proposal, (y) the Company's Board of Directors, after having consulted with and considered the advice of outside counsel to such party mayBoard, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic determines in good faith that providing such information or data and participate engaging in such negotiations or discussions discussions, or making such recommendation, is required in order to discharge the directors' fiduciary duties in accordance with the DGCL and (z) the Company receives from such person making the a confidentiality agreement in a customary form; or (iv) take any actions expressly permitted in writing by Parent. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any Acquisition Proposal if by a third party on terms which the Company's Board of Directors determines in its good faith judgment, after consultation with its financial advisers (whose advice shall be communicated to Parent), to be more favorable from a financial point of view to its stockholders than the Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such party concludes in good faith transaction on the terms set forth therein, taking into account all legal, financial (after receiving including the advice financing terms of its outside counselany such proposal), regulatory and with respect to financial matters, its financial advisors) that failure to take other aspects of such actions would be more likely than not to result in a violation of its fiduciary duties proposal and any other relevant factors permitted under applicable law; provided, that, prior after giving Parent at least five Business Days to furnishing respond to such third-party Acquisition Proposal once the Board has notified Parent that in the absence of any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making further action by Parent it would consider such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party willbe a Superior Proposal, and will cause its Subsidiaries and Representatives to, then taking into account any amendment or modification to this Agreement proposed by Parent. The Company also agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted before prior to the date of this Agreement with any person parties other than the other party Parent with respect to any Acquisition Proposalof the foregoing. Each party will The Company shall promptly (within twenty-four (24) 24 hours) advise Parent following the other party following receipt by it of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance material terms thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy and advise Parent of any developments (including any change in such terms) with respect to such Acquisition Proposal and promptly upon the occurrence thereof. Nothing contained in this Section 6.06 or any draft agreements, proposals other provision of this Agreement will prohibit the Company or other materials received the Company's Board of Directors from or notifying any third party that contacts the Company on behalf an unsolicited basis after the date hereof concerning an Acquisition Proposal of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in Company's obligations under this Agreement, “Section 6.06.

Acquisition Proposals. Prior to the Threshold Closing or termination of this Agreement (a) Each party agrees that it will notand after the Threshold Closing except with respect to a Takeover Proposal), none of the CS Parties and the Purchased Businesses shall, and will cause each the CS Parties and the Purchased Businesses shall not permit any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not agents or affiliates to, directly or indirectly(a) solicit, (i) initiate, solicitendorse, knowingly encourage or knowingly facilitate inquiries or proposals entertain, enter into any agreement with respect to or encourage submission of proposals or offers, or accept any offers, from any Person relating to any acquisition, purchase, transfer, license or assignment of any interest in the Owned Trademarks, any of the Other Assets or all or any material amount of the assets of, or any equity interest in, or any merger, consolidation, share exchange, business combination or similar transaction with or involving, any of the Purchased Businesses (an "Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to"), or have or (b) participate in any discussions withor negotiations regarding, or furnish to any person relating to other Person any information with respect to, or otherwise cooperate in any way with or assist, facilitate or encourage any Acquisition Proposal by any other Person; provided that nothing contained in this sentence shall prohibit the CS Board of Directors from entering into discussions or (iv) unless this Agreement has been terminated in accordance negotiations with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event Person that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives makes an unsolicited bona fide written Acquisition proposal regarding (i) the acquisition of all or a majority of the outstanding capital stock of CS, (ii) the acquisition of all or substantially all of the assets of CS, or (iii) a merger, consolidation, share exchange, business combination or other similar transaction which would result in a change of control of CS (any of the foregoing in clauses (i), (ii) or (iii), a "Takeover Proposal, such party may") if, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause only to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if extent that (i) the Board of Directors of such party concludes CS determines in good faith (after receiving faith, following the receipt of and consistent with the advice of its outside legal counsel, and that such action is required in order for the CS Board of Directors to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, and (ii) prior to furnishing providing any confidential information or nonpublic information permitted data relating to be provided pursuant the Purchased Businesses to this sentenceany Person in connection with a Takeover Proposal by any such Person, such party shall have entered into a Board of Directors receives from such Person an executed confidentiality agreement with on customary terms covering the person making such Acquisition Proposal on terms no less favorable to Purchased Businesses. CS agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted theretofore with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition ProposalCS agrees that it shall keep KO informed, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition offers (other than any Takeover Proposal) and the status of any such discussions or negotiations (other than any Takeover Proposal). Each party shall use its reasonable best efforts Notwithstanding this Section 4.04, CS may enter into new franchise agreements in the ordinary course of business consistent with past practice, subject to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Section 5.09.

Acquisition Proposals. (a) Each party agrees that it will FFHI shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or any of its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred (each, an “Acquisition Agreement”), or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to and entered into in accordance with this Section 6.13) in connection with facilitate any inquiries or relating the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after the date of this Agreement and if, at any time prior to the receipt FFHI Stockholders’ Meeting, and without any breach of the Requisite Sterling Voteterms of this Section 7.5(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party (A) FFHI receives an unsolicited bona fide written Acquisition Proposal from any Person that in the good faith judgment of the FFHI Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with (B) the person making the Acquisition Proposal if the FFHI Board of Directors of such party concludes determines in good faith (faith, after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take participate in discussions with such actions Person concerning such Acquisition Proposal would be more likely than not to result in a violation of its fiduciary duties under applicable law; providedLaw, that, prior then FFHI may (x) furnish information (including non-public information) with respect to furnishing FFHI to any confidential or nonpublic information permitted to be provided such Person pursuant to this sentence, such party shall have entered into a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between NCC and FFHI dated on or around May 1, 2017 (provided that FFHI must contemporaneously furnish to NCC all such information furnished to such Person), and (y) participate in negotiations with the person making such Person regarding such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party Company agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding , except to notify such person of the foregoingexistence of the provisions of this Section 6.12(a); provided, that, prior to the approval of this Agreement by the shareholders of Company by the Requisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more reasonably likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality AgreementAgreement and which is expressly assignable to Purchaser, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyCompany. Each party Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Purchaser with respect to any Acquisition Proposal. Each party Company will promptly (within twentyforty-four eight (2448) hours) advise the other party Purchaser following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries not to, and will cause its and their respective officers, directors, directors and employees, and will use its reasonable best efforts to cause its agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Umpqua Vote, in the case of SterlingUmpqua, or the Requisite Webster Columbia Vote, in the case of WebsterColumbia, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and their respective nor any of the officers, directors, employees, agents, advisors and agents or representatives of it or its Subsidiaries (collectively, “the "Representatives”") not toshall, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any Acquisition Proposala merger, (ii) engage liquidation, recapitalization, reorganization, share exchange, consolidation or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data tosimilar transaction involving it, or have any purchase of, or participate in any discussions withtender offer for, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter equity securities of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is or 15% or more of its and its Subsidiaries' assets (based on the fair market value thereof) taken as a party whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the Representatives or Subsidiaries shall, directly or indirectly, have any discussions with or provide any non-public information or data to any Person relating to an Acquisition Proposal or engage in accordance with any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort to attempt to make or implement an Acquisition Proposal or enter into any agreement or understanding requiring it to abandon, terminate, delay or fail to consummate the terms thereof. As used Merger or any other transactions contemplated by the Agreement; provided, however, that nothing contained in this AgreementAgreement shall prevent the Company or its board of directors from complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; and further provided, “however, that nothing contained in Section 5.2 shall prohibit the Company or any Representative from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited written, bona fide Acquisition Proposal (i) that involves all cash consideration and contains no express financing contingency; and (ii) that the Board of Directors of the Company concludes in good faith is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, and that would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal") if, and only to the extent that, (A) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action, and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary from, and (B) the Company promptly advises Parent as to all of the relevant details relating to, and all material aspects, of any such discussions or negotiations.

Acquisition Proposals. From the date hereof until the termination hereof, the Company and the Company Subsidiaries will not initiate, solicit or encourage (a) Each party agrees including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that it will notmay reasonably be expected to lead to, any Acquisition Proposal, or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or authorize or permit any of the officers, directors or employees of the Company or any of the Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company Subsidiaries to take any such action, and will the Company shall promptly notify Purchaser of all relevant terms of any such inquiries and proposals received by the Company or any of the Company Subsidiaries, or by any such officer, director, investment banker, financial advisor, attorney, accountant or other representative relating to any such matters, and if such inquiry or proposal is in writing, the Company shall promptly deliver or cause each to be delivered to Purchaser a copy of its Subsidiaries and its and their respective officerssuch inquiry or proposal; provided, directorshowever, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, that nothing contained in this Section 7.2 shall prohibit the Board of Directors of the Company from (i) initiatefurnishing information to, solicitor entering into discussions or negotiations with, knowingly encourage any person or knowingly facilitate inquiries entity in connection with an unsolicited bona fide proposal in writing by such person or proposals entity to acquire the Company pursuant to a merger, consolidation, share exchange, business combination or other similar transaction or to acquire a substantial portion of the assets of the Company or any of the Company Subsidiaries, if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to the Company's shareholders under applicable law and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company (x) provides written notice to Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) enters into with such person or entity a confidentiality agreement in reasonably customary form on terms not more favorable to such person or entity than the terms contained in the Confidentiality Agreement dated April 26, 1995, or (ii) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. The term "Acquisition Proposal" as used herein means any proposal to purchase or acquire any equity securities or (except in the ordinary course of business) assets of, or merge or combine with, the Company or any of its subsidiaries. Immediately after the execution and delivery of this Agreement, the Company will cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any possible Acquisition Proposal or (iv) unless this Agreement and shall send a written notice to each party that it has been terminated in accordance had discussions with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred during the 30 days prior to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if that the Board of Directors of such party concludes in good faith (after receiving the advice Company no longer seeks the making of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and shall instruct their respective officers or directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives not to (i) initiate, solicit, encourage or knowingly facilitate the making of any Acquisition Proposal (as hereinafter defined) or (ii) except as permitted below, engage in negotiations or discussions with, or furnish any non-public 35 44 information or data to, any third party agrees relating to an Acquisition Proposal (other than the transactions contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, until the receipt of the Required Vote, and subject to the provisions of Section 5.2(b) and (c), the Company and the Board (i) may participate in negotiations or discussions (including, as a part thereof, making any counterproposal) with or furnish information or data to any third party pursuant to a confidentiality agreement on terms no less favorable to the Company as the Confidentiality Agreement (as defined hereinafter), if either (A) the Board determines in good faith, after receiving the advice of its financial advisors, that it will nota third party has made a Superior Proposal after the date hereof or an Acquisition Proposal that the Board concludes would be reasonably likely to constitute a Superior Proposal (and such Acquisition Proposal was not solicited by the Company or any affiliate or agent of the Company at the explicit or implicit direction of the Company) or (B) the Board determines in good faith, after consultation with independent counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data would be reasonably likely to constitute a breach of the Board's fiduciary duties under applicable law, (ii) shall be permitted to (X) take and disclose to the holders of the Company Common Stock a position with respect to the Merger or another Acquisition Proposal (including a Superior Proposal), or amend or withdraw such position, if, based on the advice of independent counsel, the Board determines that such action is required pursuant to Rules 14d-9 and 14e-2 under the Exchange Act and (Y) make disclosure to stockholders as the Board determines after consultation with independent counsel is necessary to comply with the Board's fiduciary duties under applicable law and (iii) shall be permitted to request from any Person making an Acquisition Proposal such information as may be necessary for the Board to inform itself as to the material terms of the Acquisition Proposal. Immediately after the execution and delivery of this Agreement, the Company and its Subsidiaries will, and will cause each of its Subsidiaries and its and instruct their respective officers, directors, employees, agentsinvestment bankers, advisors attorneys, accountants and representatives (collectively, “Representatives”) not other agents to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any possible Acquisition Proposal. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform its officers, directors, investments bankers, attorneys, accountants, financial advisors, agents or other representatives involved in the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity transactions contemplated by this Agreement of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used obligations undertaken in this Agreement, “Section 5.2(a).

Acquisition Proposals. (a) Each party agrees that it will From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its terms, Victory Bancorp and HV Bank shall not, and will cause each shall not authorize or permit any of their respective Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by Victory Bancorp or HV Bank or any of its Subsidiaries and its and their respective officersSubsidiaries, directorsas applicable, employees, agents, advisors and representatives (collectively, “Representatives”) not to, to directly or indirectly, (i) initiate, solicit, knowingly encourage initiate or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toencourage, or have or participate in take any discussions withother action to facilitate, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activitiesinquiries, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt making of any Acquisition Proposal proposal that constitutes or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the ii) furnish any information or data regarding Victory Bancorp or HV Bank to any person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, and will keep (iii) continue or otherwise participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than the other party apprised of parties to this Agreement), regarding an Acquisition Proposal, (iv) approve, endorse or recommend any related developmentsAcquisition Proposal, discussions and negotiations on a current basisor (v) enter into or consummate any agreement, including arrangement or understanding contemplating any amendments Acquisition Proposal or requiring Victory Bancorp or HV Bank to abandon, terminate or revisions fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any violation of the terms restrictions set forth in the preceding sentence by any officer, director or employee of such inquiry Victory Bancorp or HV Bank or any investment banker, financial advisor, attorney, accountant or other representative retained by Victory Bancorp or HV Bank shall be deemed to be a breach of this Section 5.1 by Victory Bancorp or HV Bank, as applicable. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by Victory Bancorp’s stockholders at a meeting of the stockholders of Victory Bancorp, the Board of Directors of Victory Bancorp or HV Bank may respond to, in a manner it deems appropriate, participate in any discussions, provide any third party with nonpublic information regarding, unsolicited inquiries relating to an Acquisition Proposal. Each party , in each case, if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (2) the respective Board of Directors shall use have determined, in good faith after consultation with its reasonable best efforts legal and financial advisors, that the failure to enforce any existing confidentiality or standstill agreements to which it or any do so may constitute a breach of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “their fiduciary duties.

Acquisition Proposals. (a) Each party agrees that it will From the date hereof until the earlier of the Closing or the termination of the Agreement pursuant to Article 10, the Seller shall not, and will cause each nor shall it authorize or permit any of its Subsidiaries and its and or any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not Affiliates or Representatives to, directly or indirectly, indirectly (i) solicit, initiate, solicit, knowingly encourage or knowingly facilitate inquiries induce the making, submission or proposals with respect to announcement of any Acquisition Proposal, or (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions withor negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any person relating to any Acquisition Proposal or (ivProposal; provided, however, that this Section 7.1(a) unless this Agreement has been terminated in accordance with its terms, approve or enter shall not prohibit the Seller from entering into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with or discussions or negotiations with, or disclosing the terms of this Section 6.13) in connection with or relating Agreement, including the Purchase Price, to any Person in response to a bona fide unsolicited written Acquisition Proposal. Notwithstanding Proposal submitted by such Person (and not withdrawn), and, upon the foregoing, in the event that after the date of this Agreement and prior to the receipt request of the Requisite Sterling VoteSeller, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayPurchaser shall, and may permit it shall cause its Subsidiaries officers and its and its Subsidiaries’ Representatives to, furnish cooperate and respond accurately, promptly and fully to any inquiries or cause to be furnished confidential requests for documents by such Person, if (A) none of the Seller, any of its Subsidiaries or nonpublic information any of their respective Affiliates or data and participate Representatives shall have violated any of the restrictions set forth in such negotiations or discussions with this Section 7.1, (B) the person making the Acquisition Proposal if the Board Seller’s board of Directors of such party concludes directors determines in good faith (after receiving the advice of consultation with its outside legal counsel), and with respect to financial matters, its financial advisors) that there is a substantial likelihood the failure to take such actions action would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable law; providedApplicable Law, that, and (C) (1) at least two business days prior to furnishing (or requesting the Purchaser to furnish) any confidential such information to, or nonpublic information permitted to be provided pursuant to this sentenceentering into discussions or negotiations with, such party shall have entered Person, the Seller gives the Purchaser written notice of the identity of such Person and of the Seller’s intention to furnish information (or request Purchaser to furnish) to, or enter into a discussions or negotiations with, such Person, and (2) the Purchaser receives from such Person an executed confidentiality agreement with the person making such Acquisition Proposal on containing terms no less favorable to it the Purchaser than the Confidentiality Agreement, which least favorable confidentiality Table of Contents agreement shall not provide such person entered into by the Purchaser with any exclusive right other potential purchaser of the Shares (such a Acquisition Proposal in compliance with the foregoing provision is referred to negotiate with such partyherein as a “Qualified Transaction Proposal”). Each party willIn addition to the foregoing obligations of the Seller, as promptly as practicable, and will cause its Subsidiaries and Representatives toin any event within one business day after any of the executive officers of the Seller becomes aware thereof, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) Seller shall advise the other party following receipt Purchaser of any Acquisition Proposal or any inquiry request received by the Seller for information which the Seller reasonably believes could reasonably be expected to lead to an Acquisition a Qualified Transaction Proposal, and the substance thereof (including the material terms and conditions of such request or Qualified Transaction Proposal, and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals request or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Qualified Transaction Proposal, and will . The Seller shall keep the other party apprised Purchaser informed promptly of material amendments or modifications to any related developments, discussions and negotiations on a current basis, including any amendments to such request or revisions of the terms of such inquiry or Acquisition Qualified Transaction Proposal. Each party All such disclosures shall use its reasonable best efforts be subject to enforce any existing a confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with agreement dated April 12, 2006 between the terms thereof. As used in this Agreement, “Purchaser and the Seller.

Acquisition Proposals. (a) Each party agrees that it will not, Neither the Company nor any Subsidiary of the Company shall (and will cause each the Company shall not authorize the Representatives of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not the Company or any Company Subsidiary to), directly or indirectlyindirectly through any other Person, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action designed to knowingly facilitate inquiries any Acquisition Proposal, or proposals afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person or group in connection with any Acquisition Proposal, or (ii) participate in or initiate discussions or negotiations concerning any Acquisition Proposal; provided, however, that nothing contained in this Section 5.4 or any other provision hereof shall prohibit the Company, the Company Board or the Special Committee from (A) taking and disclosing to the Company’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or (B) making such disclosure to the Company’s stockholders as, in the good faith judgment of the Company Board or the Special Committee, after taking into account advice from outside counsel, is required under applicable Law, provided that the Company may not, except as permitted by Section 5.4(c), withdraw or modify, or propose to withdraw or modify, its position with respect to the Merger or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principal or agreement concerning any Acquisition Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposalthe foregoing. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the affirmative receipt of the Requisite Sterling Required Company Vote and the Additional Vote, in the case of Sterling, Company may furnish information concerning it or the Requisite Webster Vote, in the case of Webster, a any Company Subsidiary to any third party receives an unsolicited bona fide written Acquisition Proposal, such party mayPerson or group pursuant to customary confidentiality agreements, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data negotiate and participate in discussions and negotiations with such negotiations Person or discussions with group concerning a Superior Proposal if: (x) such Superior Proposal shall not have resulted from a breach by the person making Company of the Acquisition Proposal if provisions of this Section 5.4(a)), and (y) the Company Board of Directors of such party or the Special Committee concludes in good faith (faith, after receiving having taken into account the advice of its outside legal counsel, and with respect to financial matters, its financial advisors) that the failure to take such actions action would be more likely than not inconsistent with the fiduciary obligations of the Company Board or the Special Committee to result in a violation of its fiduciary duties the Company’s stockholders under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Law.

Acquisition Proposals. (a) Each party of First Busey and Main Street agrees that it will not, and will cause each of its respective Subsidiaries and its and their respective its Subsidiaries’ officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, First Busey or the Requisite Webster Vote, in the case of Webster, a party Main Street receives an unsolicited bona fide written Acquisition Proposal, from a person other than First Busey, Main Street, as applicable, or an Other Person (as defined below), after the execution of this Agreement, and the applicable First Busey Board or Main Street Board concludes in good faith that such party Acquisition Proposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions would result in a violation of the directors’ fiduciary duties under applicable law, First Busey or Main Street, as applicable, may, and may permit its respective Subsidiaries and its and its respective Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) discussions; provided that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person persons other than the other party First Busey or Main Street, as applicable (“Other Persons”) with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) one business day advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal (other than the parties to this Agreement and their Representatives) or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.14) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Partners Vote, in the case of SterlingPartners, or the Requisite Webster LINK Vote, in the case of WebsterLINK, a party receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from a breach of this Section 6.14, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if but only to the extent that, prior to doing so, the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “,

Acquisition Proposals. (a) Each party agrees that it will From and after the date hereof, without the prior written consent of Parent, the Company shall not, and will shall not authorize or permit any of the Subsidiaries to, and shall direct and use its best efforts to cause each of its Subsidiaries the Financial Advisor and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) the Subsidiaries' other Representatives not to, (i) directly or indirectly, (i) initiate, solicit, knowingly initiate or encourage (including by way of furnishing information or knowingly assistance) or take any other action to facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal proposal which constitutes or any inquiry which could may reasonably be expected to lead to an Acquisition Proposal or (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal. The Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by it or its Representatives with respect to the foregoing. Notwithstanding the foregoing and anything to the contrary contained in this Section 6.5 or in any other provision of this Agreement, the Company and the Company Board may participate in discussions or negotiations (including, as a part thereof, making any counterproposal) with or furnish information to any third party making an unsolicited Acquisition Proposal (a "POTENTIAL ACQUIROR") or approve an unsolicited Acquisition Proposal if the Company Board or any special committee thereof determines, after consultation with its financial advisor, that such Potential Acquiror has the financial wherewithal to be reasonably capable of consummating such an Acquisition Proposal, and the substance thereof Company Board determines in good faith (including A) after consultation with such financial advisor, that such third party has submitted to the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with Company an unredacted copy of any such Acquisition Proposal which is a Superior Proposal, and any draft agreements(B) after consultation with outside legal counsel, proposals that the failure to participate in such discussions or other materials received from negotiations or on behalf of the person making to furnish such inquiry information or approve an Acquisition Proposal in connection would be inconsistent with such inquiry the Board's fiduciary duties under applicable law. The Company agrees that any non-public information furnished to a Potential Acquiror will be pursuant to a confidentiality agreement containing customary confidentiality and standstill provisions. In the event that the Company shall determine to provide any information as described above, or shall receive any Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party it shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “promptly

Acquisition Proposals. (a) Each party Party agrees that it will not, and will cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal (except to notify a person that has made, or to the knowledge of such party, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.12) or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.12) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Parent Vote, in the case or Parent, or the Requisite Company Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterCompany, a party Party receives an unsolicited bona fide written Acquisition ProposalProposal that did not result from or arise in connection with a breach of this Section 6.12(a), such party Party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “such

Acquisition Proposals. (a) Each party agrees that it Seller will not, and will cause each of its Subsidiaries and its and their respective officerseach officer, directorsdirector, employeesemployee, agentsconsultant, advisors and representatives financial advisor, auditor, investment banker, attorney, accountant, agent or other advisor or representative (collectively, the “Representatives”) of Seller or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, solicitfacilitate or encourage (including by way of furnishing information) the making by any Person (other than the parties hereto) of any Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, knowingly encourage or knowingly facilitate inquiries or proposals furnish to any Person any information with respect to or in connection with, or take any other action to facilitate, any Acquisition Proposal or any inquiries with respect to, or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; or (iii) enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any agreement, arrangement or understanding relating to an Acquisition Proposal (or resolve or authorize or propose to agree to do any of the foregoing); provided that, nothing contained in this Section 6.04(a) shall prohibit Seller from furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide Acquisition Proposal, if (i) the Seller Boards determine in good faith that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal, (ii) engage to the extent such Person enters into a confidentiality and/or standstill agreement with Seller on terms in substance less favorable to Seller or participate in any negotiations more favorable to such Person than the corresponding terms of the Confidentiality Agreement (the “Revised Confidentiality Terms ”), Seller provides Parent with any person concerning any Acquisition Proposala copy of the Revised Confidentiality Terms and agrees that the corresponding terms of the Confidentiality Agreement shall, if so requested by the Affiliates of Parent which are parties thereto, be amended (including, if there are no corresponding Revised Confidentiality Terms, by deleting the relevant provisions of the Confidentiality Agreement) so that they are substantially similar to the Revised Confidentiality Terms and (iii) provide the Required Seller Vote has not yet been obtained. Seller shall notify Parent of having received any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any written Acquisition Proposal or (ivand provide a copy thereof) unless this Agreement has been terminated in accordance with its terms, approve or enter into and any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure which it proposes to take such the actions would be more likely than not permitted by clauses (i) and (ii) in the proviso to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party willpreceding sentence promptly, and will cause in any event no later than two Business Days after its Subsidiaries receipt thereof, and Representatives to, immediately cease and cause shall keep Parent reasonably informed on a current basis as to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt status of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments subject to or revisions of the terms of such inquiry or Acquisition Proposalapplicable Law. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Immediately

Acquisition Proposals. (a) Each party agrees that it will As of the date hereof, IRBC shall not, and will cause each nor shall it permit any of its Subsidiaries and to, nor shall it or its and Subsidiaries authorize or permit any of their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or agents to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or knowingly facilitate inquiries or proposals with respect to the making of any proposal which constitutes, any Acquisition Proposal, (ii) engage enter into any letter of intent or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating agreement related to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13(each, an "Acquisition Agreement") in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and (iii) participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before regarding, or take any other action knowingly to facilitate any inquiries or the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt making of any Acquisition Proposal proposal that constitutes, or any inquiry which could that would reasonably be expected to lead to an to, any Acquisition Proposal; provided, however, that if, at any time prior to the IRBC Stockholders' Meeting, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of without any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions breach of the terms of this Section 7.6(a), IRBC receives an Acquisition Proposal from any Person that in the good faith judgment of the IRBC Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, IRBC may (x) furnish information (including non-public information) with respect to IRBC to any such inquiry or Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between ANB and IRBC dated September 25, 2003, and (y) participate in negotiations with such Person regarding such Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, Proposal or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal Proposal, except to (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person or (ivB) unless this Agreement notify a person that has been terminated in accordance with its termsmade or, approve or enter into any term sheetto the knowledge of the Company, letter is considering making, an Acquisition Proposal, of intent, commitment, memorandum the existence of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with the provisions of this Section 6.13) in connection with or relating 6.11(a); provided, that, prior to any Acquisition Proposal. Notwithstanding the foregoingapproval of the Merger by the shareholders of the Company by the Requisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party the Company concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of violate its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will use its reasonable best efforts to cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Purchaser with

Acquisition Proposals. (a) Each party agrees that it will Pxxxx shall not, and will shall cause each of its Subsidiaries Town Square and its and their respective officersRepresentatives, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) continue or otherwise maintain, initiate, solicitsolicit or encourage (including by way of furnishing information or assistance), knowingly encourage or knowingly facilitate take any other action to facilitate, any inquiries or proposals with respect to the making of any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toproposal that constitutes, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and reasonably may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition to, any Competing Proposal, and the substance thereof (including the terms and conditions or enter into or maintain discussions or negotiate with any Person in furtherance of and the identity or relating to such inquiries or to obtain a Competing Proposal, or agree to or endorse any Competing Proposal, or authorize or permit any Representative of the person making such inquiry Pxxxx or Acquisition Proposal), will provide the other party with an unredacted copy of Town Square to take any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalaction, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Pxxxx shall use its reasonable best efforts to enforce cause the Representatives of Pxxxx not to take any existing confidentiality such action, and Pxxxx shall promptly notify City if any such inquiries or standstill agreements proposals are made regarding a Competing Proposal, and Pxxxx shall keep City informed, on a current basis, of the status and terms of any such proposals; provided, however, that prior to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used Pxxxx Shareholder Adoption, nothing contained in this AgreementSection shall prohibit Pxxxx from, “in connection with a Superior Competing Transaction, furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to acquire Pxxxx and/or Town Square pursuant to a merger, consolidation, share exchange, business combination or other similar transaction if, and only to the extent that, (A) the Pxxxx Board, after consultation with independent legal counsel, determines in good faith that such action is reasonably required for the Pxxxx Board to comply with its fiduciary duties to shareholders imposed by MGCL, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Pxxxx provides written notice to City to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (C) prior to furnishing such information to such Person, Pxxxx receives from such Person an executed confidentiality agreement with terms no less favorable to Pxxxx than those governing confidentiality between City and Pxxxx, and (D) Pxxxx keeps City informed, on a current basis, of the status and details of any such discussions or negotiations.

Acquisition Proposals. (a) Each party Party agrees that it will not, and will cause each of its Subsidiaries and its and their its Subsidiaries’ respective officers, executive officers and directors, employees, agents, advisors and representatives (collectively, “Representatives”) will use reasonable best efforts to cause its and its Subsidiaries’ respective Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal, except to notify a person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 7.13 or solely to clarify whether any such inquiry or offer constitutes an Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.137.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling SWM Vote, in the case of SterlingSWM, or the Requisite Webster Neenah Vote, in the case of WebsterNeenah, a party Party receives an unsolicited bona fide written Acquisition Proposal that the Board of Directors of such Party determines in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) is, or is reasonably likely to lead to, a Superior Proposal, such party Party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawProposal; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party Party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Neenah or SWM, as applicable, with respect to any Acquisition Proposal. Each party Party will promptly (within twenty-four (24) hours) advise the other party Parties following receipt by such Party of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party Parties with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party Parties apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party ARB agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and nor any of their respective officers, directorsdirectors and employees shall, employees, agents, advisors and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any financial advisor, “Representatives”attorney or accountant retained by it) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. ARB further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors and employees shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent ARB or the ARB Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior, but not after the Merger is approved by the requisite vote of ARB’s shareholders, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a if the ARB Board receives from the Person so requesting such information an executed confidentiality agreement referred on terms not less restrictive to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, other party than those contained in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, Confidentiality Agreement; (C) engaging in the case of Sterling, any negotiations or the Requisite Webster Vote, in the case of Webster, a party receives discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal, ; or (D) recommending such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the an Acquisition Proposal to the shareholders of ARB, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, ARB Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to take such actions would be more likely than not to result in a violation of its comply with their respective fiduciary duties under applicable law; providedLaw and (ii) in each such case referred to in clause (C) or (D) above, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement the ARB Board determines in good faith (after consultation with the person making its financial advisor) that such Acquisition Proposal on terms no less favorable to is a Superior Proposal. ARB agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party ARB agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.06. ARB agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the substance thereof (including the material terms and conditions of any proposal or offer and the identity of the person making such inquiry or Acquisition Proposal)thereafter shall keep Parent informed, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce offers and the status of any existing confidentiality such discussions or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofnegotiations. As used in this Agreement, “(i) ”Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving ARB or any of its Subsidiaries and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 10% or more of the total voting power or of any class of equity securities of ARB or 10% or more of the consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of ARB, in each case other than the transactions contemplated by this Agreement; and (ii) ”Superior Proposal” means an unsolicited bona fide Acquisition Proposal involving more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of ARB that its board of directors has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to ARB’s shareholders from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by Section 6.03(c) of this Agreement and the time likely to be required to consummate such Acquisition Proposal).

Acquisition Proposals. (a) Each party Party agrees that it will not, and will cause each of its Subsidiaries and its and their respective its Subsidiaries' officers, directors, employees, agents, advisors Representatives and representatives (collectively, “Representatives”) Affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal to, or (iv) unless this Agreement has been terminated in accordance with its termsthe case of Union Planters only, approve waive any provisions of or enter into any term sheetamend the terms of the Union Planters Rights Plan to facilitate, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party either Party receives an unsolicited bona fide written Acquisition Proposal, such party Party may, and may permit its Subsidiaries and its and its Subsidiaries’ ' Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party Party concludes in good faith (after receiving the advice of its outside counsel, counsel and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, provided further that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Party will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than Union Planters or Regions, as the other party case dictates, with respect to any Acquisition Proposal. Each party Party will promptly (within twenty-four (24) hoursone day) advise the other party Party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions . Each of the terms of such inquiry or Acquisition Proposal. Each party Parties shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries not to, and shall use its commercially reasonable efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, that, prior to receipt of the foregoingRequisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal and the Board of Directors of the Company concludes in good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of consultation with its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, the Company shall have provided notice to Parent of its intention to provide such party information, and shall contemporaneously provide or make available such information to Parent if not previously provided to Parent, and shall have entered into a confidentiality non- disclosure agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Non-Disclosure Agreement, which confidentiality non-disclosure agreement shall not provide such person with any exclusive right to negotiate with such partythe Company, but which non-disclosure agreement shall not be required to include any “standstill” or similar provision. Each party The Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company will promptly (and in any event within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance terms thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and will provide the other party with an unredacted copy promptly (and in any event within twenty-four (24) hours) advise Parent of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any material related developments, discussions and negotiations on a current prompt basis, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party The Company shall use within ten (10) business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Parent and its reasonable best efforts affiliates) pursuant to enforce any existing confidentiality or standstill agreements to which it or any of non-disclosure agreement. The Company shall not, and shall cause its Subsidiaries is not to, and shall cause its Representatives not to on its or its Subsidiaries’ behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a party non-disclosure agreement referred to and entered into in accordance with the terms thereof. As used in this Section 6.11(a)) relating to any Acquisition Proposal (each an “Acquisition Agreement, “”).

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “"Representatives”") not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided that, prior to receipt of the foregoingRequisite Company Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ ' Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would could reasonably be more likely than not expected to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, the Company shall have provided such party information to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no not materially less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent, with respect to any Acquisition Proposal. Each party The Company will promptly (and in any event within twenty-four one (241) hoursbusiness day) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within one (1) business day) advise Parent of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party The Company shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. Unless this Agreement has been terminated in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.12(a)) relating to any Acquisition Proposal). As used in this Agreement, “"Acquisition Proposal" shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty-five percent (25%) or more of the consolidated assets of the Company and its Subsidiaries or twenty-five (25%) or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five (25%) or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning twenty-five (25%) or more of any class of equity or voting securities of the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five (25%) or more of the consolidated assets of the Company, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five (25%) or more of the consolidated assets of the Company, except, in each case, any sale of whole loans and securitizations in the ordinary course of business and any bona fide internal reorganization.

Acquisition Proposals. (a) Each party agrees that it From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article 8, the Company will not, and will cause each of its Subsidiaries and its and their respective officerseach officer, directorsdirector, employeesemployee, agentsconsultant, advisors and representatives financial advisor, auditor, investment banker, attorney, accountant, agent or other advisor or representative (collectively, the “Representatives”) of the Company or any of its Subsidiaries not to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage or knowingly facilitate inquiries (including by way of furnishing information) the making by, or proposals with respect take any action that is reasonably expected to lead to the making by, any Person (other than Parent) of any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations with regarding, or provide access to the Company’s books, receipts, properties or employees or furnish to any person concerning any Acquisition Proposal, (iii) provide Person any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating with respect to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance any inquiries with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating respect to any Acquisition Proposal. Notwithstanding , or (iii) enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any agreement, arrangement or understanding relating to an Acquisition Proposal (or resolve or authorize or propose to agree to do any of the foregoing); provided that nothing contained in this Section 6.05(a) shall prohibit the Company from furnishing information to, or entering into discussions or negotiations with, any Person that has expressed a bona fide written interest in the event that making an Acquisition Proposal after the date of this Agreement Agreement, if (i) the board of directors of the Company (or a committee thereof) by a majority vote determines in good faith, after consultation with the Company’s outside counsel and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, (ii) the Required Company Vote has not yet been obtained, and (iii) prior to the its receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, confidential information such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered Person enters into a confidentiality agreement with the person Company on terms that are no less favorable to the Company than the corresponding terms contained in the Confidentiality Agreement. The Company shall notify Parent of having received any written expression of interest in making an Acquisition Proposal (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal on and set forth the material terms thereof) no less favorable later than twenty-four (24) hours after its receipt thereof, and shall keep Parent reasonably informed as to it than the Confidentiality status of any such proposal and any such discussions or negotiations, including with respect to any material modifications to the terms of any Acquisition Proposal. Neither the Company nor its Subsidiaries will enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits the Company or any of its Subsidiaries from providing such information to Parent. Immediately after the execution and delivery of this Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, the Company will and will cause its Subsidiaries and its and their Representatives to, immediately to (i) cease and cause to be terminated terminate any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Persons conducted heretofore with respect to any Acquisition Proposal. Each party will promptly Proposal unless any such Person makes a Superior Proposal following the date hereof and (within twenty-four (24ii) hours) advise fully enforce the other party following receipt provisions of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and confidentiality agreements entered into by the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement(or their respective representatives), including by not waiving or otherwise modifying any “standstill” or similar restriction contained therein.

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and nor any of their respective officers, directorsdirectors and employees shall, employees, agents, advisors and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any financial advisor, “Representatives”attorney or accountant retained by it) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors and employees shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it) not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with its disclosure obligations under federal or state law; (B) at any time prior, but not after the Company Meeting is convened, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a if the Company Board receives from the Person so requesting such information an executed confidentiality agreement referred on terms not less restrictive to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, other party than those contained in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, Confidentiality Agreement; (C) engaging in the case of Sterling, any negotiations or the Requisite Webster Vote, in the case of Webster, a party receives discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal, ; or (D) recommending such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the an Acquisition Proposal to the stockholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure such action is, in the absence of the foregoing proscriptions, legally required in order for its directors to take such actions would be more likely than not to result in a violation of its comply with their respective fiduciary duties under applicable law; providedLaw and (ii) in each such case referred to in clause (C) or (D) above, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement the Company Board determines in good faith (after consultation with the person making its financial advisor) that such Acquisition Proposal on terms no less favorable to is a Superior Proposal. The Company agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt individuals referred to in the first sentence hereof of the obligations undertaken in this Section 6.06. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the substance thereof (including the material terms and conditions of any proposal or offer and the identity of the person making such inquiry or Acquisition Proposal)thereafter shall keep Parent informed, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce offers and the status of any existing confidentiality such discussions or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofnegotiations. As used in this Agreement, (i) “Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power or of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement; and (ii) “Superior Proposal” means an unsolicited bona fide Acquisition Proposal involving more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company that its board of directors has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by Section 6.03(c) of this Agreement and the time likely to be required to consummate such Acquisition Proposal).