Common use of Agreement to Vote the Shares Clause in Contracts

Agreement to Vote the Shares. The Shareholder hereby agrees that from the date hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and any adjournment or postponement thereof) of MidSouth’s shareholders, however called, the Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of MidSouth’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) against any Acquisition Proposal 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, (D) against any agreement, amendment of any agreement or organizational document (including MidSouth Articles and MidSouth Bylaws), or any other action that is intended or would prevent, impede, or interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (E) against any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of MidSouth in the Merger Agreement.

Agreement to Vote the Shares. The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration Time (as defined below)Time, at any meeting (whether annual or special and any adjournment each adjourned or postponement thereofpostponed meeting) of MidSouththe Company’s shareholders, however called, the Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval and adoption of the Merger Agreement and the other transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of MidSouth’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) against any Acquisition Proposal 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, (DC) against any agreement, amendment of any agreement or organizational document (including MidSouth Articles the Company Charter and MidSouth the Company Bylaws), ) inconsistent with this Agreement or any other action that is intended or would prevent, impede, or interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (ED) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of MidSouth in the Company under the Merger AgreementAgreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger.

Agreement to Vote the Shares. The Each Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration Time (as defined below)Time, at any meeting (whether annual or special and any adjournment each adjourned or postponement thereofpostponed meeting) of MidSouththe Company’s shareholders, however called, the each Shareholder will (i) appear at such meeting or otherwise cause all of the such Shareholder’s Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted all of the such Shares, (A) in favor of the approval of the Merger Agreement Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of MidSouth’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) against any Acquisition Proposal 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, (DC) against any agreement, amendment of any agreement or organizational document (including MidSouth Articles the Company Certificate and MidSouth 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 any of the transactions contemplated by the Merger Agreement and (ED) 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 MidSouth the Company in the Merger Agreement.

Agreement to Vote the Shares. The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the Expiration Time (as defined below)Time, at any meeting (whether annual or special and any adjournment each adjourned or postponement thereofpostponed meeting) of MidSouththe Company’s shareholders, however called, the Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating establishing a quorum and (ii) vote or cause to be voted all of the Shares, Shares (A) in favor of the approval of the Merger Agreement Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (B) in favor of any proposal to adjourn or postpone such meeting of MidSouth’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) against any Acquisition Proposal 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, (DC) against any agreement, amendment of any agreement or organizational document (including MidSouth Articles the Company Certificate and MidSouth 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 any of the transactions contemplated by the Merger Agreement or this Agreement and (ED) 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 MidSouth the Company in the Merger Agreement.