Common use of Appointment of Proxy Clause in Contracts

Appointment of Proxy. In order to better effect the provisions set forth in Section 1, each Shareholder revokes any previously executed proxies and constitutes and appoints Xxxxx X. Xxxx, with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB Meeting all of such Shareholder’s Owned Shares as provided in Section 1, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.

Appointment of Proxy. In order to better effect the provisions set forth in Section 1, each Shareholder revokes any previously executed proxies and constitutes and appoints Xxxxx X. Xxxx, Xxxxxxx Xxxxxxx with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB HB Meeting all of such Shareholder’s Owned Shares as provided in Section 1, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB HB or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.

Appointment of Proxy. In order to better effect the provisions set forth in Section 1, each Shareholder revokes any previously executed proxies and constitutes and appoints Xxxxx Xxxxxxx X. XxxxXxxxxx, with full power of substitution, such Shareholder’s 's true and lawful proxy and attorney-in-fact (the “"Proxy Holder”") to vote at any FNB MHC Meeting all of such Shareholder’s 's Owned Shares as provided in Section 1, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB MHC or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.

Appointment of Proxy. In order to better effect the provisions set forth in Section 11 above, each Shareholder Director hereby revokes any previously executed proxies and hereby constitutes and appoints Xxxxx X. XxxxXxxxxxx, with full power of substitution, such ShareholderDirector’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB IMB Meeting all of such Shareholdereach Director’s Owned Shares as provided in Section 11 above, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that but this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB IMB or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.

Appointment of Proxy. In order to better effect the provisions set forth in Section 11 above, each Shareholder hereby revokes any previously executed proxies and hereby constitutes and appoints Xxxxx X. XxxxXxxxxxx, with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB IMB Meeting all of such the Shareholder’s Owned Shares as provided in Section 11 above, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that but this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB IMB or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.

Appointment of Proxy. In order to better effect the provisions set forth in Section 1, each Shareholder revokes any previously executed proxies and constitutes and appoints Xxxxx X. Xxxx, Xxxxx with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any FNB SBC Meeting all of such Shareholder’s Owned Shares as provided in Section 1, with such modifications to the Merger Agreement as the parties to the Merger Agreement may make; provided, however, that this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is amended so as to reduce the amount or form of consideration to be received by the shareholders of FNB SBC or change the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Agreement.