6. 4          Shareholders’ Approvals. Each of BancorpSouth and Cadence shall call, give notice of, convene and hold a meeting of its shareholders
<omitted>
for the purpose of obtaining
<omitted>
(b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Cadence and BancorpSouth shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date and at the same time, and to set the same record date for each such meeting. Each of BancorpSouth and Cadence and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of BancorpSouth and Cadence, respectively, the Requisite BancorpSouth Vote and the Requisite Cadence Vote, respectively, including by communicating to the respective shareholders of BancorpSouth and Cadence its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of BancorpSouth, the shareholders of BancorpSouth approve this Agreement (the “BancorpSouth Board Recommendation”), and in the case of Cadence, that the shareholders of Cadence approve this Agreement (the “Cadence Board Recommendation”), BancorpSouth and each of BancorpSouth and Cadence and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the BancorpSouth Board Recommendation, in the case of BancorpSouth, or the Cadence Board Recommendation, in the case of Cadence, (ii) fail to make the BancorpSouth Board Recommendation, in the case of BancorpSouth, or the Cadence Board Recommendation, in the case of Cadence, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal, or (B) reaffirm the BancorpSouth Board Recommendation, in the case of BancorpSouth, or the Cadence Board Recommendation, in the case of Cadence, in each case, within ten (10) business days (or such fewer number of days as remains prior to the BancorpSouth Meeting or the Cadence Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of BancorpSouth or Cadence, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the BancorpSouth Board Recommendation or the Cadence Board Recommendation, as applicable, such Board of Directors may, in the case of BancorpSouth, prior to the receipt of the Requisite BancorpSouth Vote, and in the case of Cadence, prior to the receipt of the Requisite Cadence Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to a n Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the BancorpSouth Board Recommendation or Cadence Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.4 and will require a new notice period as referred to in this Section 6.4. BancorpSouth or Cadence shall adjourn or postpone the BancorpSouth Meeting or the Cadence Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of BancorpSouth Common Stock or Cadence Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Cadence or BancorpSouth, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Cadence Vote or the Requisite BancorpSouth Vote, and subject to the terms and conditions of this Agreement, Cadence or BancorpSouth, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite Cadence Vote or Requisite BancorpSouth Vote, respectively. Notwithstanding anything to the contrary in this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the BancorpSouth Meeting shall be convened and this Agreement shall be submitted to the shareholders of BancorpSouth at the BancorpSouth Meeting, and (y) the Cadence Meeting shall be convened and this Agreement shall be submitted to the shareholders of Cadence at the Cadence Meeting, and nothing contained in this Agreement shall be deemed to relieve either BancorpSouth or Cadence of such obligation. (Page 68)

Question: Fiduciary exception to COR covenant
Category: Deal Protection and Related Provisions
Answer: Yes