This excerpt taken from the BFIN 8-K filed Nov 30, 2005.
(a) Shareholder will, and will cause the Bank to, assist Purchaser in developing a mutually acceptable program designed to retain the business and goodwill of the Banks customers following the announcement of the Transaction and the Closing, and to communicate with such customers concerning the Transaction and its status.
(b) Subject to the terms and conditions of this Agreement, including the termination rights set forth in Article X, Purchaser and Shareholder will use their Best Efforts and to do all things reasonable necessary, proper or advisable under Applicable Laws and Regulations, to consummate and make effective the Stock Purchase and the Bank Merger.
(c) Shareholder will cooperate, and will cause the Bank to cooperate, with Purchaser in preparing the Regulatory Applications, seeking the Regulatory Approvals, and in obtaining any consent, authorization or approval of any other Person that must be obtained to consummate the Transaction, and in taking any other action required by this Agreement.
(d) If necessary to expedite or facilitate the Closing, the Regulatory Approvals and any other aspect of the Stock Purchase or the Bank Merger, Purchaser may assign this Agreement and its rights and obligations hereunder to any of its Affiliates, including a wholly-owned acquisition subsidiary to be formed by Purchaser, provided that no such assignment shall
result in any change in the terms and conditions of this Agreement, the Purchase Price, or the state or federal income tax treatment of the transactions contemplated hereunder, or delay the Closing or Purchasers receipt of the Regulatory Approvals.
(e) Shareholder agrees that, at Purchasers request and subject to the requirements of Applicable Laws and Regulations, it shall cause the Bank to make such Closing Adjustments as Purchaser shall reasonably request, provided Shareholder not be required to cause the Bank to make any Closing Adjustments: (i) until such time as Purchaser has received all Regulatory Approvals and Shareholder is satisfied in its reasonable judgment that the Closing will occur on the scheduled Closing Date and (ii) that cannot be reversed if this Agreement is terminated and the Transaction is not consummated. No Closing Adjustment that the Bank would not have made but for this Section 7.4 shall change or otherwise affect the calculation of the Purchase Price, constitute a breach by Shareholder of any warranty, representation or covenant made herein, have any effect on the Banks Total Equity Capital or Adjusted Equity Capital, or constitute a Bank Material Adverse Effect. If this Agreement is terminated, Shareholder shall be free to reverse any Closing Adjustment that it made prior to such termination.