accounting and financial advisory fees or commissions, (b) Severance
Costs, (c) termination fees or other expenses incurred in connection with the
termination of any Contract of any FBLB Entity (including Contracts relating to
information technology or card services), (d) payments made in connection with
the termination of any Plans (unless the amount of such payments has been
accrued by FBLB), (e) the amount of any penalties or other expenses incurred by
any FBLB Entity in connection with the prepayment of Indebtedness by any of them
occurring as a result
7
of such transactions, (f) premiums or other expenses relating to the D&O
Insurance, (g) Liabilities for employment Taxes arising out of or incurred in
connection with the payment of such Transaction Expenses or the SAR Payment,
(h) payments made to non-employee directors pursuant to the Director Support
Agreements (to the extent not included in Severance Costs), and (i) signing
bonuses paid to Orr or Garland (to the extent not included in Severance Costs);
provided, however, that Transaction Expenses will not include any payment to the
holders of SARS in accordance with this Agreement.
The following terms not defined above are defined in the sections indicated
below:
Definition
Defined
Affordable Care Act
4.24(k)
Agreement
Preamble
ALLL
4.8
Bank Holding Company Act
3.1
Bank Regulators
4.18
Bank Regulatory Approvals
3.2
Blue Sky Laws
3.2
Orr
Recitals
Cash Consideration
2.3(a)
Change of FBLB Board Recommendation
6.2(a)
Closing
2.9
Closing Date
2.9
Code
Recitals
D&O Insurance
6.7(b)
Delaware Certificate of Merger
2.2(d)
Departments
4.24(d)
DGCL
2.1
Director Support Agreement
Recitals
Dissenting Shareholder
2.8(a)
Dissenting Shares
2.8(b)
Downwardly Adjusted Cash Consideration
2.4
Effective Date
2.2(d)
Effective Time
2.2(d)
Environmental Costs
4.17(a)(i)
Environmental Law
4.17(a)(ii)
Exchange Act
3.2
Exchange Ratio
2.3(a)
Expenses
8.3
FBLB
Preamble
FBLB Annual Financial Statements
4.5(a)
FBLB Board Recommendation
6.2(a)
FBLB Common Stock
Recitals
FBLB Employees
4.24(j)
FBLB Financial Statements
4.5(a)
FBLB IT Systems
4.19(c)
FBLB Leases
4.15(g)
FBLB Regulatory Reports
4.10
FBLB Shareholder Meeting
6.2(a)
FB&T
Recitals
FB&T Annual Financial Statements
4.5(b)
FB&T Common Stock
4.3(a)
FB&T Financial Statements
4.5(b)
8
FDIC
3.2
FPHI
4.1(f)
Fractional Share Amount
2.3(b)
FRB
3.2
FSI
4.1(e)
Garland
Recitals
Hazardous Materials
4.17(a)(iii)
Heartland
Preamble
Heartland 10-K Reports
3.5(a)
Heartland 10-Q Report
3.5(a)
Heartland Common Stock
Recitals
Heartland Common Stock Special Tax Loss Price
6.14(f)
Heartland Plans
6.4(c)
Heartland Regulatory Reports
3.7(a)
Heartland Series A Preferred Stock
3.4
Heartland Series B Preferred Stock
3.4
Heartland Series C Preferred Stock
3.4
Heartland Series D Preferred Stock
3.4
Indemnified Party
6.7(a)
IRS Ruling
6.14(a)
Latest Balance Sheets
4.5(c)
Latest FBLB Balance Sheet
4.5(a)
Latest FB&T Balance Sheet
4.5(b)
Leased Real Property
4.15(d)
Letter of Transmittal
2.7(a)
List
4.17(a)(iv)
Material Contracts
4.21(a)
Merger
Recitals
Merger Consideration
2.3(a)
NASDAQ
3.2
OLI
4.1(d)
Operating Real Property
4.15(d)
OREO
4.7(c)
Owned Real Property
4.15(b)
Payoff Letter
7.3(m)
PrimeWest
4.1(c)
Proxy Statement/Prospectus
6.2(b)
Real Property
4.15(d)
Registration Statement
6.2(b)
Regulatory Action
4.17(a)(v)
Related FBLB Statements
4.5(a)
Related FB&T Statements
4.5(b)
Related Financial Statement
4.5(c)
Related Statement
4.17(a)(vi)
Representatives
5.8(a)
Required Consents