Common use of Negative Covenants of Target Clause in Contracts

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Target covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheld: (a) amend the Articles of Incorporation or Association, Bylaws or other governing instruments of any Target Company; or (b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) except in the ordinary course of the business of Target Companies consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, creation of deposit liabilities, purchases of federal funds and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share of stock held by any Target Company of any Lien or permit any such Lien to exist, except with regard to Liens on the stock of Target Bank Previously Disclosed; or (c) repurchase, redeem or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises or conversions prior to the Effective Time of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Time), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Target Company, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securities, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber or authorize the issuance of or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target Company, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock, or any security convertible into any such stock; or (e) adjust, split, combine or reclassify any capital stock of any Target Company or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacity, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (B) foreclosures in the ordinary course of business, or (C) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity; or (g) grant any increase in compensation or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements), except to employees in accordance with past practice Previously Disclosed or as required by Law, pay any bonus except in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or grant any increase in fees or other increases in compensation or other benefits to directors of any Target Company except in accordance with past practice Previously Disclosed; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) adopt any new employee benefit plan of any Target Company or make any Material change in or to any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (j) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in regulatory accounting requirements or GAAP; or (k) commence any Litigation other than in accordance with past practice, settle any Litigation involving any Liability of any Target Company for money damages in excess of $25,000 or which involves Material restrictions upon the operations of any Target Company; or (l) except in the ordinary course of business, modify, amend or terminate any Material Contract or waive, release, compromise or assign any Material rights or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company in excess of an aggregate of $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld), and except as otherwise expressly contemplated herein, or as disclosed in Section 7.2 of the Target Disclosure Memorandum, Target covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheld: following: (a) amend the Articles Certificate of Incorporation or AssociationIncorporation, Bylaws or other governing instruments of any Target Company; or Entity, or (b) incur any additional debt obligation or other obligation for borrowed money (other than (i) indebtedness of a Target Company Entity to another Target CompanyEntity and (ii) in excess indebtedness under any of an aggregate the Target Entities' existing credit facilities up to $5.0 million more than the indebtedness currently outstanding under such facilities as of $35,000 the date hereof) (for the Target Companies Entities on a consolidated basis) except in the ordinary course of the business of Target Companies consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, creation of deposit liabilities, purchases of federal funds and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity of any Lien or permit any such Lien to exist, except exist (other than in connection with regard to Liens on in effect as of the stock of date hereof that are disclosed in the Target Bank Previously DisclosedDisclosure Memorandum); or or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises or conversions prior to the Effective Time of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Time), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Target CompanyEntity, or declare or pay any dividend or make any other distribution in respect of Target’s 's capital stock; or or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securitiesstock options outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as Previously Discloseddisclosed in Section 7.2 of the Target Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyEntity, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock, Equity Right; or any security convertible into any such stock; or (e) adjust, split, combine or reclassify any capital stock of any Target Company Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target CompanyEntity) or (ii) any Asset having a book value in excess of $35,000 100,000 other than in the ordinary course of business for reasonable and adequate consideration; or or (f) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three years or less, purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person other than a wholly owned Target Subsidiary, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (Bi) foreclosures in the ordinary course of business, or (Cii) acquisitions the creation of control new wholly owned Subsidiaries organized to conduct or continue activities 27 28 otherwise permitted by a depository institution Subsidiary this Agreement, or (iii) investments in its fiduciary capacityconnection with cash management activities consistent with past practices; or or (g) grant any increase in compensation or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements)Entity, except to employees in accordance with past practice Previously Disclosed or as required by Law, pay any bonus except in accordance with past practice Previously Disclosed ; or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or Entity; grant any material increase in fees or other increases in compensation or other benefits to directors of any Target Company except in accordance with past practice Previously DisclosedEntity; or or (h) enter into or amend any employment Contract between any Target Company Entity and any Person having a salary thereunder in excess of $100,000 per year (unless such amendment is required by Law) that the Target Company Entity does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or or (i) adopt any new employee benefit plan of any Target Company Entity or terminate or withdraw from, or make any Material material change in or to to, any existing employee benefit plans of any Target Company Entity other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan, or make any distributions from such employee benefit plans, except as required by Law, the terms of such plans or consistent with past practice; or or (j) make any significant material change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or or (k) commence enter into any Litigation other than Contract or amend or modify any existing Contract, or engage in accordance any new transaction outside the ordinary course of business consistent with past practicepractice or not on an arm's-length basis, settle with any Litigation involving any Liability Affiliate of any Target Company for money damages in excess of $25,000 Entity; or which involves Material restrictions upon the operations of any Target Company; or (l) make any capital expenditures or commitments for additions to plant, property or equipment constituting capital assets not in the ordinary course of business consistent with past practice (excluding any capital expenditures required to be made by Irving Tanning Company arising in connection with the upgrade of the water/waste treatment facility operated by the Town of Hartland, Maine); or (m) make any change in the lines of business in which it participates or is engaged; or (n) except in the ordinary course of business, enter into, modify, amend or terminate any Material material Contract or waive, release, compromise or assign any Material material rights or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company in excess of an aggregate of $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Purchaser shall have been obtained, which consent shall not be unreasonably withheld, and except as otherwise expressly contemplated herein, Target covenants and agrees that it will not do or agree or commit to do, do or permit any of its Subsidiaries Target Entity to do or agree or commit to do, do any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles of Incorporation or AssociationIncorporation, Bylaws or other governing instruments of any Target Company; Entity, or (b) incur or permit any Target Subsidiary to incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) 50,000 except in the ordinary course of the business of Target Companies or any Target Subsidiary consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, include creation of deposit liabilities, purchases of federal funds funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity, of any Lien or permit any such Lien to existexist (other than in connection with deposits, except with regard to repurchase agreements, Bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens on in effect as of the stock of date hereof that are disclosed in the Target Bank Previously DisclosedDisclosure Memorandum); or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises plans or conversions prior to in connection with the Effective Time exercise of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Timeits existing options and warrants), directly or indirectly, any shares, or any securities convertible into any shares, of the Target’s capital stock of any Target Companystock, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securities, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyTarget, or any stock appreciation rights, or any option, warrant, conversion or other right Equity Right, except pursuant to acquire any such stock, the exercise of Target Options or any security convertible into any such stockTarget Warrants; or (e) adjust, split, combine or reclassify any capital stock shares of any Target Company Common Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 50,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) except for purchases of U.S. Treasury securities, U.S. Government agency securities or obligations of the State of Georgia, or any subdivisions thereof that have maturities of seven years or less, purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (Bi) foreclosures in the ordinary course of business, or (Cii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (iii) the creation of new wholly owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or (g) grant (i) increase the rate of compensation payable or to become payable to any increase director, employee or other service provider of the Company Group, other than in compensation or benefits to the employees or officers ordinary course of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements), except to employees in accordance business and consistent with past practice Previously Disclosed practice; (ii) amend or as enter into any employment, severance, change in control or similar Contract with any such director, employee or other service provider; (iii) pay or agree to pay any bonuses or other compensation, other than in the ordinary course of business and consistent with past practice, to any such director, employee or other service provider; (iv) amend any Company Plan, other than any amendment required by Law; (v) adopt any new plan, pay program, policy or arrangement, which if it existed as of the Closing Date, would constitute a Company Plan; or (vi) terminate any bonus except in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or grant any increase in fees or other increases in compensation or other benefits to directors of any Target existing Company except in accordance with past practice Previously DisclosedPlan; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) adopt any new employee benefit plan of any Target Company or make any Material change in or to any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (j) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (ki) commence any Litigation other than in accordance with past practice, or settle any Litigation involving any Liability of any Target Company Entity for over $50,000 in money damages in excess of $25,000 or which involves Material any restrictions upon the operations of any the Target CompanyEntities; or (lj) except in the ordinary course of business, enter into, modify, amend or terminate any Material Contract (including any loan Contract with an unpaid balance) or waive, release, compromise or assign any Material rights right or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company claim in excess of an aggregate of amount exceeding $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement50,000.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, Target covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldwithheld or delayed: (a) amend the Articles of Incorporation or Association, Bylaws By-Laws or other governing instruments of any Target Company; or (b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) except in the ordinary course of the business of Target Companies consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, creation of deposit liabilities, purchases of federal funds funds, receipt of Federal Home Loan Bank advances, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share of stock held by of any Target Company of any Lien or permit any such Lien to exist, except with regard to Liens on the stock of Target Bank Previously Disclosed; or (c) repurchase, redeem or otherwise acquire or exchange (other than redemptions without the payment of any additional consideration or exchanges in the ordinary course under employee benefit plans, plans or exercises or conversions prior to the Effective Time of Outstanding Convertible Securities Target Options or Target Warrants pursuant to the terms thereof or conversions prior to the Effective Timethereof), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Target Company, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this AgreementAgreement or pursuant to another agreement with a Purchaser Company, or pursuant to the exercise of Target Options or conversion Target Warrants outstanding as of Outstanding Convertible Securitiesthe date hereof and pursuant to the terms thereof in existence on the date hereof, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, of or enter into any Contract to issue, sell, pledge, encumber or authorize the issuance of or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target Company, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock, or any security convertible into any such stock; or (e) adjust, split, combine or reclassify any capital stock of any Target Company or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 50,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) acquire another business or merge or consolidate with another entity or acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (Ai) internal reorganizations or consolidations involving existing Subsidiaries, (Bii) foreclosures in the ordinary course of business, or (Ciii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity; or (g) grant any increase in compensation or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements), except to employees in accordance with past practice Previously Disclosed or as required by Law, ; pay any bonus except to employees in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, ; enter into or amend any severance agreements with officers of any Target Company; or pay any bonus to, or grant any increase in fees or other increases in compensation or other benefits to to, directors of any Target Company except in accordance with past practice Previously DisclosedCompany; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) adopt any new employee benefit plan of any Target Company or make any Material change in or to any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (j) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in regulatory accounting requirements or GAAP; or (k) fail to maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed; or (l) commence any Litigation other than in accordance with past practice, settle any Litigation involving any Liability of any Target Company for money damages in excess of $25,000 or which involves Material restrictions upon the operations of any Target Company; or (lm) enter into any new line of banking or nonbanking business in which it is not actively engaged as of the date of this Agreement; or (n) (i) charge off (except as may otherwise be required by Law or by regulatory authorities or by GAAP consistently applied) or sell (except in the ordinary course of business consistent with past practices or as the Board of Directors of the respective Target Company deems necessary to conduct safe and sound banking practices) any of its portfolio of loans, discounts or financing leases, or (ii) sell any asset held as other real estate or other foreclosed assets for an amount Materially less than 100% of its book value; or (o) except in the ordinary course of business, modify, amend or terminate any Material Contract or waive, release, compromise or assign any Material rights or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company in excess of an aggregate of $500,000; or (np) make any Material election with respect to Taxes; or or (oq) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 five (5) years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Purchaser shall have been obtained, which consent shall not be unreasonably withheld, and except as otherwise expressly contemplated herein, Target covenants and agrees that it will not do or agree or commit to do, do or permit any of its Subsidiaries Target Entity to do or agree or commit to do, do any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles of Incorporation or AssociationIncorporation, Bylaws or other governing instruments of any Target Company; Entity in any manner that adversely affects the rights of the holders of Target capital stock, or (b) incur or permit any Target Subsidiary to incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) 50,000 except in the ordinary course of the business of Target Companies or any Target Subsidiary consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, include creation of deposit liabilities, purchases of federal funds funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity, of any Lien or permit any such Lien to existexist (other than in connection with deposits, except with regard to repurchase agreements, Bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens on in effect as of the stock of Target Bank Previously Discloseddate hereof; or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises plans or conversions prior to in connection with the Effective Time exercise of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Timeits existing Target Options), directly or indirectly, any shares, with the exception of the redemption or repurchase of the Target Preferred Stock pursuant to Section 9.1(g) hereof, or any securities convertible into any shares, of the Target’s capital stock of any Target Companystock, or declare or pay any dividend or make any other distribution in respect of Target’s capital stockstock other than the Target Preferred Stock; or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securities, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyTarget, or any stock appreciation rights, or any option, warrant, conversion or other right Equity Right, except pursuant to acquire any such stock, or any security convertible into any such stockthe exercise of Target Options; or (e) adjust, split, combine or reclassify any capital stock shares of any Target Company Common Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 50,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) except for purchases of securities in the ordinary course of business, purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (Bi) foreclosures in the ordinary course of business, or (Cii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity; or , or (giii) grant any increase in compensation the creation of new wholly owned Subsidiaries organized to conduct or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated continue activities otherwise permitted by existing employment agreements), except to employees in accordance with past practice Previously Disclosed or as required by Law, pay any bonus except in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or grant any increase in fees or other increases in compensation or other benefits to directors of any Target Company except in accordance with past practice Previously Disclosed; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) increase the rate of compensation payable or to become payable to any director, employee or consultant of the Target Group, other than in the ordinary course of business and consistent with past practice or, in the case of any consultant of the Target Group, payment at his, her or its existing hourly rates in connection with the negotiation of this agreement and the consummation of the transactions contemplated herein; (ii) amend or enter into any employment, severance, change in control or similar Contract with any such director, employee or other service provider; (iii) pay or agree to pay any bonuses or other compensation, other than in the ordinary course of business and consistent with past practice, to any such director, employee or other service provider; (iv) amend any Target Plan, other than any amendment required by Law; (v) adopt any new employee benefit plan plan, program, policy or arrangement, which if it existed as of any the Closing Date, would constitute a Target Company Plan; or make any Material change in or to (vi) terminate any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such planPlan; or (jh) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (ki) commence any Litigation other than in accordance with past practice, or settle any Litigation involving any Liability of any Target Company Entity for over $50,000 in money damages in excess of $25,000 or which involves Material any restrictions upon the operations of any the Target CompanyEntities; or (lj) except in the ordinary course of business, enter into, modify, amend or terminate any Material Contract (including any loan Contract with an unpaid balance) or waive, release, compromise or assign any Material rights right or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company claim in excess of an aggregate of amount exceeding $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement50,000.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Purchaser shall have been obtained, which consent shall not be unreasonably withheld, and except as otherwise expressly contemplated herein, Target covenants and agrees that it will not do or agree or commit to do, do or permit any of its Subsidiaries Target Entity to do or agree or commit to do, do any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles of Incorporation or AssociationIncorporation, Bylaws or other governing instruments of any Target Company; Entity, or (b) incur or permit any Target Subsidiary to incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) 50,000 except in the ordinary course of the business of Target Companies or any Target Subsidiary consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, include creation of deposit liabilities, purchases of federal funds funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity, of any Lien or permit any such Lien to existexist (other than in connection with deposits, except with regard to repurchase agreements, Bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens on in effect as of the stock of date hereof that are disclosed in the Target Bank Previously DisclosedDisclosure Memorandum); or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises plans or conversions prior to in connection with the Effective Time exercise of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Timeits existing options and warrants), directly or indirectly, any shares, or any securities convertible into any shares, of the Target’s capital stock of any Target Companystock, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securities, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyTarget, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stock, or any security convertible into any such stockEquity Right; or (e) adjust, split, combine or reclassify any capital stock shares of any Target Company Common Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 50,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) except for purchases of U.S. Treasury securities, U.S. Government agency securities or obligations of the State of Georgia, or any subdivisions thereof that have maturities of seven years or less, purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (Bi) foreclosures in the ordinary course of business, or (Cii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (iii) the creation of new wholly owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement; or (g) grant (i) increase the rate of compensation payable or to become payable to any increase director, employee or other service provider of the Company Group, other than in compensation or benefits to the employees or officers ordinary course of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements), except to employees in accordance business and consistent with past practice Previously Disclosed practice; (ii) amend or as enter into any employment, severance, change in control or similar Contract with any such director, employee or other service provider; (iii) pay or agree to pay any bonuses or other compensation, other than in the ordinary course of business and consistent with past practice, to any such director, employee or other service provider; (iv) amend any Company Plan, other than any amendment required by Law; (v) adopt any new plan, pay program, policy or arrangement, which if it existed as of the Closing Date, would constitute a Company Plan; or (vi) terminate any bonus except in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or grant any increase in fees or other increases in compensation or other benefits to directors of any Target existing Company except in accordance with past practice Previously DisclosedPlan; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) adopt any new employee benefit plan of any Target Company or make any Material change in or to any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; or (j) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (ki) commence any Litigation other than in accordance with past practice, or settle any Litigation involving any Liability of any Target Company Entity for over $50,000 in money damages in excess of $25,000 or which involves Material any restrictions upon the operations of any the Target CompanyEntities; or (lj) except in the ordinary course of business, enter into, modify, amend or terminate any Material Contract (including any loan Contract with an unpaid balance) or waive, release, compromise or assign any Material rights right or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company claim in excess of an aggregate of amount exceeding $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement50,000.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Purchaser shall have been obtained, which consent shall not be unreasonably withheld, and except as otherwise expressly contemplated herein, Target covenants and agrees that it will not do or agree or commit to do, do or permit any of its Subsidiaries Target Entity to do or agree or commit to do, do any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles of Incorporation or AssociationIncorporation, Bylaws or other governing instruments of any Target Company; Entity, or (b) incur or permit any Target Subsidiary to incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company to another Target Company) in excess of an aggregate of $35,000 (for the Target Companies on a consolidated basis) 50,000 except in the ordinary course of the business of Target Companies or any Target Subsidiary consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, include creation of deposit liabilities, purchases of federal funds funds, advances from the Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities), or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity, of any Lien or permit any such Lien to existexist (other than in connection with deposits, except with regard to repurchase agreements, Bankers acceptances, “treasury tax and loan” accounts established in the ordinary course of business, the satisfaction of legal requirements in the exercise of trust powers, and Liens on in effect as of the stock of date hereof that are disclosed in the Target Bank Previously DisclosedDisclosure Memorandum); or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans, exercises plans or conversions prior to in connection with the Effective Time exercise of Outstanding Convertible Securities pursuant to the terms thereof or conversions prior to the Effective Timeits existing options and warrants), directly or indirectly, any shares, or any securities convertible into any shares, of the Target’s capital stock of any Target Companystock, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this Agreement, or pursuant to the exercise or conversion of Outstanding Convertible Securities, or as Previously Disclosed, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyTarget, or any stock appreciation rights, or any option, warrant, conversion or other right Equity Right, except pursuant to acquire any such stock, the exercise of Target Options or any security convertible into any such stockTarget Warrants; or (e) adjust, split, combine or reclassify any capital stock shares of any Target Company Common Stock or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 50,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) except for purchases of U.S. Treasury securities, U.S. Government agency securities or obligations of the State of Georgia, or any subdivisions thereof that have maturities of seven years or less, purchase any securities or make any material investment, either by purchase of stock or securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacityPerson, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (Bi) foreclosures in the ordinary course of business, or (Cii) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity; or , or (giii) grant any increase in compensation the creation of new wholly owned Subsidiaries organized to conduct or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated continue activities otherwise permitted by existing employment agreements), except to employees in accordance with past practice Previously Disclosed or as required by Law, pay any bonus except in accordance with past practice Previously Disclosed or the provisions of any applicable program or plan adopted by its Board of Directors prior to the date of this Agreement, enter into or amend any severance agreements with officers of any Target Company, or grant any increase in fees or other increases in compensation or other benefits to directors of any Target Company except in accordance with past practice Previously Disclosed; or (h) enter into or amend any employment Contract between any Target Company and any Person (unless such amendment is required by Law) that the Target Company does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) increase the rate of compensation payable or to become payable to any director, employee or other service provider of the Company Group, other than in the ordinary course of business and consistent with past practice; (ii) amend or enter into any employment, severance, change in control or similar Contract with any such director, employee or other service provider; (iii) pay or agree to pay any bonuses or other compensation, other than in the ordinary course of business and consistent with past practice, to any such director, employee or other service provider; (iv) amend any Company Plan, other than any amendment required by Law; (v) adopt any new employee benefit plan plan, program, policy or arrangement, which if it existed as of any Target the Closing Date, would constitute a Company Plan; or make any Material change in or to (vi) terminate any existing employee benefit plans of any Target Company other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such planPlan; or (jh) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (ki) commence any Litigation other than in accordance with past practice, or settle any Litigation involving any Liability of any Target Company Entity for over $50,000 in money damages in excess of $25,000 or which involves Material any restrictions upon the operations of any the Target CompanyEntities; or (lj) except in the ordinary course of business, enter into, modify, amend or terminate any Material Contract (including any loan Contract with an unpaid balance) or waive, release, compromise or assign any Material rights right or claims; (m) make any loan or extension of credit to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company claim in excess of an aggregate of amount exceeding $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement50,000.

Negative Covenants of Target. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained, and except as otherwise expressly contemplated herein, Target covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the chief executive officer or chief financial officer of Purchaser, which consent shall not be unreasonably withheldfollowing: (a) amend the Articles articles of Incorporation or Associationincorporation, Bylaws bylaws or other governing instruments of any Target Company; Target, or (b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Target Company Entity to another Target CompanyEntity) in excess of an aggregate of $35,000 50,000 (for the Target Companies Entities on a consolidated basis) except in the ordinary course of the business of Target Companies consistent with past practices (which shall include, for Target Subsidiaries that are depository institutions, creation of deposit liabilities, purchases of federal funds and entry into repurchase agreements fully secured by U.S. government or agency securities)practices, or impose, or suffer the imposition, on any share Asset of stock held by any Target Company Entity of any Lien or permit any such Lien to exist, except exist (other than in connection with regard to Liens on in effect as of the stock of date hereof that are disclosed in the Target Bank Previously DisclosedDisclosure Memorandum); or (c) repurchase, redeem redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plansplans or repurchases of shares of Target Common Stock from employees, exercises officers, directors, consultants or conversions prior to the Effective Time of Outstanding Convertible Securities other persons performing services for Target pursuant to agreements under which Target has the terms thereof or conversions prior right to repurchase such shares upon the Effective Timeoccurrence of certain events, such as the termination of services), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Target CompanyEntity, or declare or pay any dividend or make any other distribution in respect of Target’s capital stock; or (d) except for this Agreement, or pursuant to the exercise of stock options or conversion of Outstanding Convertible SecuritiesTarget Preferred Stock outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as Previously Discloseddisclosed in Section 7.2(d) of the Target Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, or enter into any Contract to issue, sell, pledge, encumber encumber, or authorize the issuance of of, or otherwise permit to become outstanding, any additional shares of Target Common Stock or any other capital stock of any Target CompanyEntity, or any stock appreciation rights, or any option, warrant, conversion or other right to acquire any such stockEquity Right, or amend the terms of any security convertible into any such stockTarget SAR (as amended to date) outstanding as of the date hereof; or (e) adjust, split, combine or reclassify any capital stock of any Target Company Entity or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Target Common Stock or Target Preferred Stock Stock, or sell, lease, mortgage or otherwise dispose of or otherwise encumber (i) any shares of capital stock of any Target Subsidiary (unless any such shares of stock are sold or otherwise transferred to another Target Company) or (ii) any Asset having a book value in excess of $35,000 other than in the ordinary course of business for reasonable and adequate consideration; or (f) except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three months or less, purchase any securities or make any material investment, either by purchase of stock of securities, contributions to capital, Asset transfers, or purchase of any Assets, in any Person, or otherwise acquire direct or indirect control over (i) any real property other than in connection with foreclosures in the ordinary course of business or acquisitions of control by Target in its fiduciary capacity, or (ii) any Person other than in connection with (A) internal reorganizations or consolidations involving existing Subsidiaries, (B) foreclosures in the ordinary course of business, or (C) acquisitions of control by a depository institution Subsidiary in its fiduciary capacityPerson; or (g) grant any increase in compensation or benefits to the employees or officers of any Target Company (including such discretionary increases as may be contemplated by existing employment agreements)Entity, except to employees in accordance with past practice Previously Disclosed or as required by Law, pay any bonus except in accordance with past practice Previously Disclosed disclosed in Section 7.2(g) of the Target Disclosure Memorandum or the provisions of as required by Law; pay any applicable program severance or plan adopted by its Board of Directors prior termination pay or any bonus other than pursuant to written policies or written Contracts in effect on the date of this Agreement, Agreement and disclosed in Section 7.2(g) of the Target Disclosure Memorandum; and enter into or amend any severance agreements with officers of any Target Company, or Entity; grant any material increase in fees or other increases in compensation or other benefits to directors of any Target Company Entity except in accordance with past practice Previously Discloseddisclosed in Section 7.2(g) of the Target Disclosure Memorandum; or (h) enter into or amend any employment Contract between any Target Company Entity and any Person (unless such amendment is required by Law) that the Target Company Entity does not have the unconditional right to terminate without Liability (other than Liability for services already rendered), at any time on or after the Effective Time; or (i) adopt any new employee benefit plan of any Target Company Entity or terminate or withdraw from, or make any Material material change in or to to, any existing employee benefit plans of any Target Company Entity other than any such change that is required by Law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan, or make any distributions from such employee benefit plans, except as required by Law, the terms of such plans or consistent with past practice; or (j) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; or (k) commence any Litigation other than in accordance with past practice, settle any Litigation involving any Liability of any Target Company Entity for material money damages in excess of $25,000 or which involves Material restrictions upon the operations of any Target CompanyEntity; or (l) except in the ordinary course of business, enter into, modify, amend or terminate any Material material Contract or waive, release, compromise or assign any Material material rights or claims;; or (m) make permit any loan shares of Target Common Stock or extension of credit Target Preferred Stock to any borrower (which shall include, for purposes of this Section 6.2(m), all Affiliates of such borrower) of any Target Company in excess of an aggregate of $500,000; or (n) make any Material election with respect to Taxes; or (o) except for purchases of U.S. Treasury securities be issued or U.S. Government agency securities, which in either case have maturities of 15 years or less, (i) purchase any securities or make any Material investment, either by purchase of stock or securities, contributions to capital, Asset transfers or purchase of any assets, in any Person other than any Target Company, or (ii) otherwise acquire direct or indirect control over any Person other than in connection with (A) foreclosures transferred on its books in the ordinary course of business, (B) acquisitions of control by a depository institution Subsidiary in its fiduciary capacity, or (C) five business days preceding the creation of new, wholly-owned Subsidiaries organized to conduct or continue activities otherwise permitted by this AgreementEffective Time.