Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) 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, contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any action, agreement or transaction that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders stockholders of the CompanyHawthorne, or in connection with any written consent of the shareholders stockholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the CompanyHawthorne, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) 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, Hawthorne contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders stockholders of the CompanyParent, or in connection with any written consent of the shareholders stockholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the CompanyParent, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (xw) in favor of adoption and approval of the Merger Agreement and the Merger; (x) in favor of the issuance of Parent Common Stock in the Merger; (y) 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, Parent contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that from and after the date of this Agreement until the termination of this Agreement in accordance with Section 7 hereof, at any meeting of the shareholders of the Company, however called, or at any adjournment thereof, or in connection with any written other circumstances in which Shareholder is entitled to vote, consent of the shareholders of the Company at which a proposal of the type set forth or give any other approval, except as otherwise agreed to in clause (ii) below is presented for consideration writing in advance by the shareholders of the CompanyParent, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (xi) in favor of adoption and approval of the Merger Agreement and the Mergertransactions contemplated thereby; (yii) 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, Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ziii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or of this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the CompanyCompany to vote on the Merger Agreement, or in connection with any written consent of the shareholders of the Company at which a proposal of in connection with the type set forth in clause (ii) below is presented for consideration by the shareholders of the Companysame, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of adoption and approval of the Merger Agreement and the MergerMerger and any other action requested by Parent in furtherance thereof; (y) 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, Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of adoption and approval of the Merger Agreement and the MergerMerger and any other action requested by Parent in furtherance thereof; (y) 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, Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders stockholders of the CompanyCommonWealth Bank, or in connection with any written consent of the shareholders stockholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the CompanyCommonWealth Bank, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) 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, CommonWealth Bank contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders stockholders of the CompanyFirst Mutual, or in connection with any written consent of the shareholders stockholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the CompanyFirst Mutual, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the SharesShares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) against any action or agreement that would could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, First Mutual contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or the performance by Shareholder of his, her or its obligations under this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that that, while this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or at any adjournment thereof, or in connection with any written other circumstances in which Shareholder is entitled to vote, consent of the shareholders of the Company at which a proposal of the type set forth or give any other approval, except as otherwise agreed to in clause (ii) below is presented for consideration writing in advance by the shareholders of the CompanyBuyer, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the SharesShares that are beneficially owned as of the applicable record date by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (xi) in favor of adoption and approval of the Merger Agreement and the Mergertransactions contemplated thereby; (yii) 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, Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ziii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or of this Agreement or the performance by Shareholder of his, her or its obligations under this Agreement. Except as set forth Nothing contained in this clause (ii), Shareholder Agreement shall not be restricted from voting deemed to vest in favor of, against Buyer or abstaining with respect to any other matter presented to the shareholders Person any direct or indirect ownership or incidence of the Companyownership.

Agreement to Vote Shares. Shareholder Stockholder agrees that that, during the Term (as defined below) of this Agreement, at any meeting of the shareholders stockholders of the Company, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders stockholders of the Company, Shareholder except as otherwise agreed to in writing in advance by Liberty, Stockholder shall: (ia) appear at each such meeting meeting, in person or by proxy or otherwise proxy, and thereby cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) with respect to, all the SharesShares (whether acquired heretofore or hereafter, but less any Shares transferred in accordance with Section 4 hereof) that are beneficially owned by Stockholder, or as to which Stockholder has, directly or indirectly, the right to vote or direct the voting, (xi) in favor of adoption and approval of the Merger Agreement Agreement; and the Merger; (yii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company, Company contained in the Merger Agreement or of Shareholder Stockholder contained in this Agreement; and (z) against any action, agreement or transaction that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that that, while this Agreement is in effect, at any meeting of the shareholders of the CompanyHEOP, however called, or at any adjournment or postponement thereof, or in connection with any written other circumstances in which Shareholder is entitled to vote, consent of the shareholders of the Company at which a proposal of the type set forth or give any other approval, except as otherwise agreed to in clause (ii) below is presented for consideration writing in advance by the shareholders of the Company, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the Shares, (xi) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby; (ii) in favor of approval of any other matter that is required by Law or a Governmental Authority to be approved by the shareholders of HEOP to facilitate the transactions contemplated by the Merger Agreement, including the Merger; (yiii) 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, HEOP contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ziv) against any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially impair and adversely affect consummation of the transactions contemplated by the Merger Agreement or of this Agreement or the performance by Shareholder of his, her or its obligations under this Agreement. Except as set forth Nothing contained in this clause (ii), Shareholder Agreement shall not be restricted from voting deemed to vest in favor of, against Company or abstaining with respect to any other matter presented to the shareholders Person any direct or indirect ownership or incidence of the Companyownership.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the CompanyUA Bank, or in connection with any written consent of the shareholders of the Company UA Bank at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the CompanyUA Bank, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) 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 CompanyUA Bank, contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any action, agreement or transaction that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the CompanyUA Bank.

Agreement to Vote Shares. Shareholder agrees that that, while this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or at any adjournment thereof, or in connection with any written other circumstances in which Shareholder is entitled to vote, consent of the shareholders of the Company at which a proposal of the type set forth or give any other approval, except as otherwise agreed to in clause (ii) below is presented for consideration writing in advance by the shareholders of the CompanyBuyer, Shareholder shall: (ia) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (iib) vote (or cause to be voted), in person or by proxy, all the SharesShares that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (xi) in favor of adoption and approval of the Merger Agreement and the Mergertransactions contemplated thereby; (yii) 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, Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ziii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or of this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Merger Agreement and in favor of any resolution to take any action which is reasonably necessary to consummate the Merger; (y) 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, contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any action, agreement or transaction that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Agreement to Vote Shares. Shareholder agrees that at any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (i) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Merger Agreement and the Merger; (y) 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, contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any action, agreement or transaction that is intended, or would could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.