Common use of Agreement to Vote Company Common Stock Clause in Contracts

Agreement to Vote Company Common Stock. Each Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, Shareholder shall, in each case to the fullest extent that any of the Covered Common Stock is entitled to vote thereon: (a) appear at each such meeting or otherwise cause the Covered Common Stock to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all of the Covered Common Stock (i) in favor of the adoption of the Merger Agreement, any transactions contemplated by the Merger Agreement and any other action reasonably requested by Parent in furtherance thereof, submitted for the vote of shareholders of the Company; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii) against any action, agreement or transaction that would impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement.

Agreement to Vote Company Common Stock. Each The Shareholder hereby irrevocably and unconditionally agrees that during from the term of this Agreementdate hereof until the Expiration Time, at any meeting of the shareholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, including any adjournment or postponement thereof, the Shareholder shall, in each case to the fullest extent that any of the Covered Common Stock is entitled to vote thereon: will (ax) appear at each such meeting or otherwise cause all of the Covered Common Stock Shares to be counted as present thereat for purposes of calculating a quorum; and quorum and (by) vote (or cause to be voted), in person or by proxy, voted all of the Covered Common Stock Shares, (i1) in favor of the adoption approval of the Merger Agreement, any the Merger and the other transactions contemplated by the Merger Agreement and Agreement, (2) against any other action reasonably requested by Parent in furtherance thereofAcquisition Proposal, submitted for without regard to any recommendation to the vote of shareholders of the Company; (ii) against any action or agreement that would result in a breach Company by the board of any covenant, representation or warranty or any other obligation or agreement directors of the Company concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or any of its Subsidiaries contained other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii3) against any actionagreement, amendment of any agreement (including the Patriot Certificate and the Patriot Bylaws), or transaction any other action that is intended or would reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, discourage, frustrate or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement, and (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement.

Agreement to Vote Company Common Stock. Each Shareholder hereby irrevocably and unconditionally agrees that during from the term of this Agreementdate hereof until the Expiration Time (as defined below), at any meeting of the shareholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, including any adjournment or postponement thereof, each Shareholder shall, in each case to the fullest extent that any of the Covered Common Stock is entitled to vote thereon: will (ax) appear at each such meeting or otherwise cause the Covered Common Stock all of such Shareholder’s Shares to be counted as present thereat for purposes of calculating establishing a quorum; and quorum and (by) vote (or cause to be voted), either in person person, by proxy or by proxywritten consent, all of the Covered Common Stock such Shares, (i1) in favor of the adoption approval of the Merger Agreement, any transactions contemplated by the Merger Agreement and any other action reasonably requested by Parent in furtherance thereof, submitted for the vote of shareholders of the Company; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii) against any action, agreement or transaction that would impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement, (2) against any Acquisition Proposal, without regard to any recommendation to the shareholders of the Company by the Board of Directors of the Company (the “Board”) concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (3) against any agreement, amendment of any agreement (including the Company’s articles of incorporation and bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, or interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement and (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement.

Agreement to Vote Company Common Stock. Each The Shareholder hereby irrevocably and unconditionally hereby agrees that during from the term of this Agreementdate hereof until the Expiration Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of the shareholders of the Company’s shareholders, however calledcalled or in connection with any written consent of Company’s shareholders, including any adjournment or postponement thereof, the Shareholder shall, in each case to the fullest extent that any of the Covered Common Stock is entitled to vote thereon: will (ax) appear at each such meeting or otherwise cause the Covered Common Stock its Owned Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum; and quorum and (by) vote (or cause to be voted), in person or by proxy, voted all of the Covered Common Stock Shares beneficially owned by the Shareholder as of the relevant time (ithe “Owned Shares”), (1) in favor of the adoption approval of the Merger Agreement, (2) against any Acquisition Proposal, without regard to any recommendation to the shareholders of Company by the Board of Directors of Company concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or any other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement and Agreement, (3) against any agreement, amendment of any agreement (including the Organizational Documents of Company or the Organizational Documents of Company Bank), or any other action that is intended or would reasonably requested by Parent be expected to prevent, impede, or, in furtherance thereof, submitted for the vote of shareholders of the Company; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii) against any action, agreement or transaction that would impedematerial respect, interfere with, delay, postpone, discourage, frustrate or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement, or (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Company in the Merger Agreement; provided, however, if the Company Board shall make a Company Subsequent Determination in accordance with Section 5.09 of the Merger Agreement, then this Section 1(a) shall only apply to 46.63% of the Shareholder’s Owned Shares.

Agreement to Vote Company Common Stock. Each Shareholder The Stockholder hereby irrevocably and unconditionally agrees that during from the term of this Agreementdate hereof until the Expiration Time, at any meeting of the shareholders (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, including or in connection with any adjournment or postponement thereof, Shareholder shall, in each case to the fullest extent that any written consent of the Covered Common Stock is entitled to vote thereon: Company’s stockholders, the Stockholder will (ax) appear at each such meeting or otherwise cause all of the Covered Common Stock Shares to be counted as present thereat for purposes of calculating a quorum; and quorum and (by) vote (or cause to be voted)voted (including by written consent, in person or by proxy, if applicable) all of the Covered Common Stock Shares, (i1) in favor of the adoption approval of the Merger Agreement, any the Merger and the other transactions contemplated by the Merger Agreement and any other action reasonably requested by Parent in furtherance thereofAgreement, submitted for the vote of shareholders of the Company; (ii2) against any action or agreement that would result in a breach of Acquisition Proposal, without regard to any covenant, representation or warranty or any other obligation or agreement recommendation to the stockholders of the Company by the Company Board concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or any of its Subsidiaries contained other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii3) against any actionagreement, amendment of any agreement (including the Company Charter and the Company Bylaws), or transaction any other action that is intended or would reasonably be expected to prevent, impede, or, in any material respect, interfere with, delay, postpone, discourage, frustrate or discourage the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement, and (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement.

Agreement to Vote Company Common Stock. Each The Shareholder hereby irrevocably and unconditionally agrees that during from the term of this Agreementdate hereof until the Expiration Time, at any meeting of the shareholders (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, including any adjournment or postponement thereof, the Shareholder shall, in each case to the fullest extent that any of the Covered Common Stock is entitled to vote thereon: will (ax) appear at each such meeting or or, subject to Article 5, Section D of the Company Articles, otherwise cause all of the Covered Common Stock Shareholder’s Shares to be counted as present thereat for purposes of calculating a quorum; and quorum and (by) subject to Article 5, Section D of the Company Articles, vote (or cause to be voted), in person or by proxy, voted all of the Covered Common Stock such Shares, (i1) in favor of the adoption approval of the Merger Agreement, any transactions contemplated by the First-Step Merger Agreement and any other action reasonably requested by Parent in furtherance thereof, submitted for the vote of shareholders of the Company; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries contained in the Merger Agreement, to the extent any such breach would result in a failure of any of the conditions to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement to be satisfied; and (iii) against any action, agreement or transaction that would impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement, (2) against any Acquisition Proposal, without regard to any recommendation to the shareholders of the Company by the Board of Directors of the Company concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (3) against any agreement, amendment of any agreement (including the Company Articles and the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, or interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement and (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement.