Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Each of the CBC Board and the SCB Board shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards by the CBC Insiders, and (in the case of SCB) any acquisitions of SCB Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Discover and the SCB Board shallCapital One agree that, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Discover Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Discover Common Stock and CBC Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into shares of SCB Common Stock and SCB corresponding Capital One Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Discover shall deliver to SCB Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Discover Insiders”), and the Board of Directors of SCB Capital One and of CBCDiscover, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCDiscover) any dispositions of CBC Discover Common Stock, Discover Preferred Stock or CBC Discover Equity Awards by the CBC Discover Insiders, and (in the case of SCBCapital One) any acquisitions of SCB Capital One Common Stock Stock, New Capital One Preferred Stock, or SCB Capital One Equity Awards by any CBC Discover Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Susquehanna and the SCB Board shallParent agree that, prior in order to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) most effectively compensate and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding retain those officers and directors of CBC Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that Susquehanna Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Susquehanna Common Stock and Susquehanna Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.17. The Board of Directors of SCB Parent and of CBCSusquehanna, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of CBCi) any dispositions of CBC Susquehanna Common Stock or CBC Susquehanna Equity Awards by the CBC Insiders, and (in the case of SCBii) any acquisitions of SCB Parent Common Stock or SCB Equity Awards and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), in each case, pursuant to the transactions contemplated by this Agreement and by any CBC Susquehanna Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board and the SCB Board shall, prior (a) Prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant (i) assuming that aaiPharma delivers to Rule 16b-3(d) and Rule 16b-3(e) under Holding Company the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB 16 Information in a reasonably timely fashion prior to and accurate manner before the Effective Time accurate information regarding those officers and directors of CBC subject to Time, the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBCHolding Company Board, or a committee of "non-employee directors directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall reasonably promptly thereafter, and in any event prior to adopt a resolution consistent with the Effective Time, take all such steps as interpretive guidance of the SEC providing that the receipt by the aaiPharma Insiders who may be required to cause (in the case a covered Person of CBC) any dispositions of CBC Common Stock or CBC Equity Awards by the CBC Insiders, and (in the case of SCB) any acquisitions of SCB Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements Holding Company for purposes of Section 16(a) 16 of the Exchange ActAct (together with the rules and regulations promulgated thereunder, "Section 16") of HoldCo Common Stock in exchange for shares of aaiPharma Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of aaiPharma Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by this Agreementthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act, such that any such receipt will be so exempt and (ii) the aaiPharma Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of aaiPharma who is a aaiPharma Insider of shares of aaiPharma Common Stock or aaiPharma Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16. (b) Prior to the fullest Effective Time, (i) assuming that CIMA delivers to Holding Company the Section 16 Information in a timely and accurate manner before the Effective Time, the Holding Company Board, or a committee of "non-employee directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall adopt a resolution consistent with the interpretive guidance of the SEC providing that the receipt by the CIMA Insiders who may be a covered Person of Holding Company for purposes of Section 16 of HoldCo Common Stock in exchange for shares of CIMA Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of CIMA Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent permitted such securities are listed in the Section 16 Information, are approved by applicable lawthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt and (ii) the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16.

Exemption from Liability Under Section 16(b). Each of the CBC Board First Foundation and the SCB Board shallFirstSun agree that, in order to most effectively compensate and retain First Foundation Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that First Foundation Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC First Foundation Common Stock into shares of FirstSun Common Stock in the Merger and CBC the conversion of First Foundation Equity Awards into shares of SCB Common Stock and SCB corresponding FirstSun Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC First Foundation shall deliver to SCB FirstSun in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors (including by “deputization”) of CBC First Foundation subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC First Foundation Insiders”), and the Board of Directors of SCB FirstSun and of CBCFirst Foundation, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCFirst Foundation) any dispositions of CBC First Foundation Common Stock or CBC First Foundation Equity Awards by the CBC First Foundation Insiders, and (in the case of SCBFirstSun) any acquisitions of SCB FirstSun Common Stock or SCB FirstSun Equity Awards by any CBC First Foundation Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Berkshire and the SCB Board shallBrookline agree that, in order to most effectively compensate and retain Brookline Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Brookline Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Brookline Common Stock and CBC Brookline Equity Awards into shares of SCB Berkshire Common Stock or Berkshire Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.20. CBC Brookline shall deliver to SCB Berkshire in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Brookline subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Brookline Insiders”), and the Board of Directors of SCB Berkshire and of CBCBrookline, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCBrookline) any dispositions of CBC Brookline Common Stock or CBC Brookline Equity Awards by the CBC Brookline Insiders, and (in the case of SCBBerkshire) any acquisitions of SCB Berkshire Common Stock or SCB Berkshire Equity Awards by any CBC Brookline Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Cadence and the SCB Board shall▇▇▇▇▇▇▇▇▇▇ agree that, prior in order to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) most effectively compensate and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding retain those officers and directors of CBC Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Cadence Insiders”), both prior to and after the Board Effective Time, it is desirable that Cadence Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Cadence Common Stock, Cadence Preferred Stock and Cadence Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. The Boards of Directors of SCB Huntington and of CBCCadence, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (x) in the case of CBC) Cadence, any dispositions of CBC Cadence Common Stock, Cadence Preferred Stock or CBC Cadence Equity Awards by the CBC Insiders, Cadence Insiders and (y) in the case of SCB) Huntington, any acquisitions of SCB Huntington Common Stock, New Huntington Preferred Stock (or SCB depositary shares in respect thereof) or equity awards of Huntington into which the Cadence Equity Awards awards are converted by any CBC Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Huntington subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of The Company and Parent agree that, in order to most effectively compensate and retain Company Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMergers, both prior to and after the Effective Time, take all such actions as may it is desirable that Company Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock and CBC Equity Awards into shares of SCB Common Stock Parent options, restricted shares, performance stock units and SCB Equity Awards pursuant restricted stock units, as the case may be, in the Mergers, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 5.15. Assuming the Company delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Company Insiders”), the number of shares of Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs held by each such Company Insider expected to be exchanged in the Board of Directors of SCB and of CBCMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards receipt by the CBC InsidersCompany Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of SCB) any acquisitions of SCB exchange for Company Common Stock, Company Stock or SCB Equity Awards by any CBC Insiders whoOptions, immediately following the MergerCompany Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActCompany PSUs and Company RSUs, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw. Prior to the Effective Time, the Company shall take all actions necessary or appropriate to ensure that the dispositions of equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Exemption from Liability Under Section 16(b). Each of the CBC Board Webster and the SCB Board shallSterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock, Sterling Series A Preferred Stock and CBC Sterling Equity Awards into shares of SCB Webster Common Stock, New Webster Preferred Stock or ▇▇▇▇▇▇▇ Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Sterling shall deliver to SCB Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Webster and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCSterling) any dispositions of CBC Sterling Common Stock, Sterling Series A Preferred Stock or CBC Sterling Equity Awards by the CBC Sterling Insiders, and (in the case of SCBWebster) any acquisitions of SCB Webster Common Stock Stock, New Webster Preferred Stock, or SCB ▇▇▇▇▇▇▇ Equity Awards by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Webster and the SCB Board shallSterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock, Sterling Series A Preferred Stock and CBC Sterling Equity Awards into shares of SCB Webster Common Stock, New Webster Preferred Stock or W▇▇▇▇▇▇ Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Sterling shall deliver to SCB Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Webster and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCSterling) any dispositions of CBC Sterling Common Stock, Sterling Series A Preferred Stock or CBC Sterling Equity Awards by the CBC Sterling Insiders, and (in the case of SCBWebster) any acquisitions of SCB Webster Common Stock Stock, New Webster Preferred Stock, or SCB W▇▇▇▇▇▇ Equity Awards by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board CIT and the SCB Board shallBancShares agree that, in order to most effectively compensate and retain CIT Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that CIT Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC CIT Common Stock and CBC Equity Awards CIT Preferred Stock into shares of SCB BancShares Class A Common Stock and SCB Equity Awards pursuant New BancShares Preferred Stock in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.17. CBC CIT shall deliver to SCB BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC CIT Insiders”), and the Board of Directors of SCB BancShares and of CBCCIT, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCCIT) any dispositions of CBC CIT Common Stock, CIT Preferred Stock or CBC CIT Equity Awards by the CBC CIT Insiders, and (in the case of SCBBancShares) any acquisitions of SCB BancShares Class A Common Stock or SCB Equity Awards New BancShares Preferred Stock by any CBC CIT Insiders who, immediately following the Mergertransactions contemplated by this Agreement, will be officers or directors of the Surviving Corporation BancShares subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of Hexcel and Woodward agree that, in order to most effectively compensate and retain the CBC Board and the SCB Board shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that Hexcel Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion of shares of Hexcel Common Stock into shares of Woodward Common Stock in the Merger and the Board conversion of Hexcel Equity Awards into corresponding Woodward Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. Hexcel shall deliver to Woodward in a reasonably timely fashion prior to the Effective Time accurate information regarding the Hexcel Insiders, and the Boards of Directors of SCB Hexcel, Woodward, and of CBCthe Combined Company, as applicable, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCHexcel) any dispositions of CBC Hexcel Common Stock or CBC Hexcel Equity Awards by the CBC Hexcel Insiders, and (in the case of SCBWoodward) any acquisitions of SCB Woodward Common Stock or SCB Woodward Equity Awards by any CBC Hexcel Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Combined Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Each of the CBC Board TSYS and the SCB Board shallGlobal Payments agree that, in order to most effectively compensate and retain TSYS Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that TSYS Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC TSYS Common Stock into shares of Global Payments Common Stock in the Merger and CBC the conversion of TSYS Equity Awards into shares of SCB Common Stock and SCB corresponding Global Payments Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC TSYS shall deliver to SCB Global Payments in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC TSYS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC TSYS Insiders”), and the Board of Directors of SCB Global Payments and of CBCTSYS, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCTSYS) any dispositions of CBC TSYS Common Stock or CBC TSYS Equity Awards by the CBC TSYS Insiders, and (in the case of SCBGlobal Payments) any acquisitions of SCB Global Payments Common Stock or SCB Global Payments Equity Awards by any CBC TSYS Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of The Company and MTR agree that, in order to most effectively compensate and retain Company Insiders and MTR Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMergers, both prior to and after the Effective Time, take all such actions as may it is desirable that Company Insiders and MTR Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and CBC Equity Awards Company Membership Interests into Parent Common Stock, Parent options, restricted shares of SCB Common Stock and SCB Equity Awards pursuant units, as the case may be, in the Mergers, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers Section 5.20. Assuming the Company and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall MTR deliver to SCB Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “CBC Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of SCB and of CBCMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards receipt by the CBC InsidersCompany Insiders and MTR Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of SCB) any acquisitions of SCB exchange for MTR Common Stock, MTR Stock or SCB Equity Awards by any CBC Insiders whoOptions, immediately following the MergerMTR Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActMTR RSUs, and Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Each of the CBC Board BANC and the SCB Board shallPACW agree that, in order to most effectively compensate and retain PACW Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that PACW Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC PACW Common Stock and CBC PACW Equity Awards into shares of SCB BANC Common Stock or BANC Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.22. CBC PACW shall deliver to SCB BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC PACW Insiders”), and the Board of Directors of SCB BANC and of CBCPACW, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCPACW) any dispositions of CBC PACW Common Stock or CBC PACW Equity Awards by the CBC PACW Insiders, and (in the case of SCBBANC) any acquisitions of SCB BANC Common Stock or SCB BANC Equity Awards by any CBC PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board GWB and the SCB Board shallFIBK agree that, in order to most effectively compensate and retain GWB Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that GWB Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC GWB Common Stock into shares of FIBK Class A Common Stock in the Merger and CBC the conversion of GWB Equity Awards into shares of SCB Common Stock and SCB corresponding FIBK Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act‎6.18. CBC GWB shall deliver to SCB FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC GWB Insiders”), and the Board of Directors of SCB FIBK and of CBCGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCGWB) any dispositions of CBC GWB Common Stock or CBC GWB Equity Awards by the CBC GWB Insiders, and (in the case of SCBFIBK) any acquisitions of SCB FIBK Class A Common Stock or SCB FIBK Equity Awards by any CBC GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Sterling and the SCB Board shallProvident agree that, in order to most effectively compensate and retain Sterling Insiders (as defined below), both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock and CBC Equity Awards into shares of SCB Provident Common Stock in the Merger and SCB Equity the conversion of Sterling Stock Options and Sterling Restricted Stock Awards pursuant into Provident Stock Options or Provident Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.18. Assuming Sterling delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Provident and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC Sterling Common Stock, Sterling Restricted Stock Awards or CBC Equity Awards Sterling Stock Options by the CBC Sterling Insiders, and (in the case of SCB) any acquisitions of SCB Provident Common Stock, Provident Restricted Stock Awards or SCB Equity Awards Provident Stock Options by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board GWB and the SCB Board shallFIBK agree that, in order to most effectively compensate and retain GWB Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that GWB Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC GWB Common Stock into shares of FIBK Class A Common Stock in the Merger and CBC the conversion of GWB Equity Awards into shares of SCB Common Stock and SCB corresponding FIBK Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC GWB shall deliver to SCB FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC GWB Insiders”), and the Board of Directors of SCB FIBK and of CBCGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCGWB) any dispositions of CBC GWB Common Stock or CBC GWB Equity Awards by the CBC GWB Insiders, and (in the case of SCBFIBK) any acquisitions of SCB FIBK Class A Common Stock or SCB FIBK Equity Awards by any CBC GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Allegiance and the SCB Board shallCBTX agree that, in order to most effectively compensate and retain Allegiance Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Allegiance Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Allegiance Common Stock into shares of CBTX Common Stock in the Merger and CBC the conversion of Allegiance Equity Awards into shares of SCB Common Stock and SCB corresponding CBTX Equity Awards pursuant in the Merger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC Allegiance shall deliver to SCB CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Allegiance Insiders”), and the Board of Directors of SCB CBTX and of CBCAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCAllegiance) any dispositions of CBC Allegiance Common Stock or CBC Allegiance Equity Awards by the CBC Allegiance Insiders, and (in the case of SCBCBTX) any acquisitions of SCB CBTX Common Stock or SCB CBTX Equity Awards by any CBC Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board Cadence and the SCB Board shallBancorpSouth agree that, in order to most effectively compensate and retain Cadence Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Cadence Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Cadence Common Stock into shares of BancorpSouth Common Stock in the Merger and CBC the conversion of Cadence Equity Awards into shares of SCB Common Stock and SCB corresponding BancorpSouth Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.20. CBC Cadence shall deliver to SCB BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Cadence Insiders”), and the Board of Directors of SCB BancorpSouth and of CBCCadence, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCCadence) any dispositions of CBC Cadence Common Stock or CBC Cadence Equity Awards by the CBC Cadence Insiders, and (in the case of SCBBancorpSouth) any acquisitions of SCB BancorpSouth Common Stock or SCB BancorpSouth Equity Awards by any CBC Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Each of the CBC Board IBTX and the SCB Board shallSouthState agree that, in order to most effectively compensate and retain IBTX Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that IBTX Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC IBTX Common Stock into shares of SouthState Common Stock in the Merger and CBC the conversion of IBTX Equity Awards into shares of SCB Common Stock and SCB corresponding SouthState Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC IBTX shall deliver to SCB SouthState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC IBTX subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC IBTX Insiders”), and the Board of Directors of SCB SouthState and of CBCIBTX, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCIBTX) any dispositions of CBC IBTX Common Stock or CBC IBTX Equity Awards by the CBC IBTX Insiders, and (in the case of SCBSouthState) any acquisitions of SCB SouthState Common Stock or SCB SouthState Equity Awards by any CBC IBTX Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.