Common use of Certain Prohibited Actions Clause in Contracts

Certain Prohibited Actions. (a) Unless approved in advance in writing by the board of directors of Midland (the “Board”), each Shareholder agrees that neither he nor any of his Representatives acting on behalf of or in concert with the Shareholder (or any of his Representatives) will, until the Expiration Date, as defined below, directly or indirectly: (i) make any proposal to the Board, any of Midland’s Representatives or any of Midland’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its Subsidiaries; (B) any restructuring, recapitalization, liquidation or similar transaction involving Midland or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except with respect to the representation described in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of this Agreement; or (F) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 4; (ii) instigate, encourage or assist any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) take any action which would reasonably be expected to require Midland or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 4; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland or any of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4, the restrictions set forth in this Section 4 shall terminate and be of no further force and effect if Midland enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midland, provided, however, that for purposes of determining the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in respect thereof pursuant to any stock dividend, stock split, recapitalization or the like of any such shares of preferred stock), shall be assumed to be outstanding even if such preferred stock has not yet been converted.

Certain Prohibited Actions. (a) Unless approved in advance in writing by the board of directors of Midland (the “Board”), each Shareholder agrees that neither he it nor he, nor any of its nor his Representatives acting on behalf of or in concert with the Shareholder (or any of its or his Representatives) will, until the Expiration Date, as defined below, directly or indirectly: (i) make any proposal to the Board, any of Midland’s Representatives or any of Midland’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its Subsidiaries; (B) any restructuring, recapitalization, liquidation or similar transaction involving Midland or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except with respect to the representation described in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of this Agreement; or (F) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 4; (ii) instigate, encourage or assist any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) take any action which would reasonably be expected to require Midland or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 4; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland or any of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4, the restrictions set forth in this Section 4 shall terminate and be of no further force and effect if Midland enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midland, provided, however, that for purposes of determining the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in respect thereof pursuant to any stock dividend, stock split, recapitalization or the like of any such shares of preferred stock), shall be assumed to be outstanding even if such preferred stock has not yet been converted.

Certain Prohibited Actions. (a) Unless approved in advance in writing by the board of directors of Midland Acquiror (the “Board”), each Shareholder of Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual agrees that neither it or he nor any of its or his Representatives acting on behalf of or in concert with the Shareholder it or him (or any of its or his Representatives) will, until the Expiration Date, as defined below, directly or indirectly: (i) make any proposal to the Board, any of MidlandAcquiror’s Representatives or any of MidlandAcquiror’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland Acquiror or any of its Subsidiaries; (B) any restructuring, recapitalization, liquidation or similar transaction involving Midland Acquiror or any of its Subsidiaries; (C) any acquisition of any of MidlandAcquiror’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of MidlandAcquiror’s loans, debt securities, equity securities or assets; (D) except with respect to the representation described in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland Acquiror or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of this Agreement; or (F) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 47; (ii) instigate, encourage or assist any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 47; (iii) take any action which would reasonably be expected to require Midland Acquiror or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 47; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland Acquiror or any of its Subsidiaries, or rights or options to acquire interests in any of MidlandAcquiror’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 47, the restrictions set forth in this Section 4 7 shall (i) terminate and be of no further force and effect if Midland Acquiror enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of MidlandAcquiror’s equity securities or all or substantially all of MidlandAcquiror’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise); and (ii) not prohibit Individual from taking any actions in his capacity as a director of Acquiror that he concludes, upon advice of counsel, are necessary to comply with his fiduciary duties to Acquiror. (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midland, provided, however, that for purposes of determining the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in respect thereof pursuant to any stock dividend, stock split, recapitalization or the like of any such shares of preferred stock), shall be assumed to be outstanding even if such preferred stock has not yet been converted.

Certain Prohibited Actions. (a) Unless approved in advance in writing by During the board term of directors this Agreement, without the prior written consent of Midland (the “Board”)Company, neither Cygne nor CGFE shall, and each Shareholder agrees that neither he nor any shall cause each of his Representatives acting on behalf its Affiliates not to, singly or as part of or in concert with the Shareholder (or any of his Representatives) will, until the Expiration Date, as defined belowa "group", directly or indirectly: , through one or more intermediaries or otherwise (i) make make, or in any proposal to the Boardway partici- xxxx, directly or indirectly, in, any "solicitation" of Midland’s Representatives or any of Midland’s shareholders regarding, or make any public announcement, proposal or offer "proxies" (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its Subsidiaries; (B) any restructuring, recapitalization, liquidation or similar transaction involving Midland or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except with respect to the representation Common Stock or any securities of the Company Subsidiaries (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any shares of Common Stock or any securities of the Company Subsidiaries; (ii) initiate, propose, or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with respect to the Company, as described in Rule 14a-8 under the Merger AgreementExchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", or act in concert with any other person or entity, for the purpose of acquiring, holding, voting or disposing of any securities of the Company or the Company Subsidiaries or taking any other actions prohibited under this Section 3.01; (iv) hold any discussions with another Person regarding, make any proposal to seek representation on or any public announcement relating to a tender or exchange offer for any securities of the Board Company or otherwise seek to control the Company Subsidiaries, or influence the managementa merger, board business combination, sale of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waiveassets, terminate or amend the provisions of this Agreement; or (F) any proposalliquidation, arrangement restructuring, recapitalization or other statement that is inconsistent with extraordinary corporate transaction relating to the terms of this Agreement, including this Section 4; (ii) instigate, encourage Company or assist any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) Company Subsidiaries or its or their material assets or take any action which would reasonably be expected to might require Midland or any of its Affiliates or Representatives the Company to make a public announcement regarding any of the actions set forth in this Section 4foregoing; or (ivv) acquire (cause the merger of Cygne or propose CGFE with or agree to acquire)into, the consolidation of record the Cygne or beneficiallyCGFE with, by purchase or otherwise, any loans, debt securities, equity securities the sale of the business or assets of Midland Cygne or CGFE substantially as an entirety to, any other Person unless (A) Cygne or CGFE, as the case may be, is the surviving Person or the surviving Person agrees in writing to be bound by this Agreement and (B) within 120 days after consummation of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4transaction, the restrictions set forth surviving Person disposes of all shares of Common Stock owned by it (in this Section 4 shall terminate and be excess of no further force and effect if Midland enters into those owned by Cygne or CGFE, as the case may be, prior to consummation of the transaction); (vi) act, alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company; (vii) deposit any Acquisition Shares in a definitive voting trust or subject any Acquisition Shares to any arrangement or agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations voting thereof (except pursuant to Section 3.03 below); (viii) execute any written consents; (ix) enter into any discussions, negotiations, arrangements or understandings with or provide any information to any third party with respect to any of the Shareholders under this Agreement shall be that first date when foregoing; (x) disclose any intention, plan or arrangement inconsistent with the Shareholders, foregoing prohibitions or advise or assist any other Person in connection with any activity included in the aggregateforegoing prohibitions; or (xi) seek, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midlandrequest, providedor propose any waiver, howevermodification, that for purposes of determining the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in respect thereof pursuant to any stock dividend, stock split, recapitalization amendment or the like termination of any such shares provision of preferred stockthis Section 3.01 (other than any request or proposal made or solicited by the Company), shall be assumed to be outstanding even if such preferred stock has not yet been converted.

Certain Prohibited Actions. (a) Unless approved in advance in writing During the Term, without the prior written consent of the Company duly authorized by the board of directors of Midland (the “Board”)Board or except as otherwise required or authorized by this Agreement, each Shareholder agrees that neither he nor any of his Representatives acting on behalf the Shareholders will not, and will cause each of its controlled affiliates not to, singly or as part of a "group," directly or indirectly, through one or more intermediaries (i) make, or in concert with the Shareholder (or any of his Representatives) will, until the Expiration Date, as defined belowway participate, directly or indirectly: , in any "solicitation" of "proxies" (i) make any proposal to the Board, any of Midland’s Representatives or any of Midland’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of under the United States Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) with respect toto the Voting Securities (including by the execution of actions by written consent), or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any Voting Securities other than consistent with any proxy solicitation on behalf of the Board of Directors of the Company; (ii) initiate, propose or participate in the solicitation of stockholders for the approval of, one or more stockholder proposals with respect to the Company (as described in Rule 14a-8 under the Exchange Act) or induce any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group," act in concert with any other person or entity or otherwise solicitbecome a "person," for the purpose of taking any other actions prohibited under this Section 5 or any other provision of this Agreement; (iv) make any proposal or, except as may be required by law, any public announcement relating to a tender or exchange offer for any Voting Securities, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or its material assets; (v) act alone or in concert with others (including by providing financing for another party), to seek or offer to effect (including, for control the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its SubsidiariesCompany; (Bvi) deposit any restructuring, recapitalization, liquidation Voting Securities in a voting trust or similar transaction involving Midland subject any Voting Securities to any arrangement or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except agreement with respect to the representation described voting thereof other than in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of connection with this Agreement; or (Fvii) disclose any proposalintention, plan or arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 4; (ii) instigate, encourage foregoing prohibitions or assist advise or consent any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), other person in connection with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) take any action which would reasonably be expected to require Midland or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 4; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland or any of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4, the restrictions set forth in this Section 4 shall terminate and be of no further force and effect if Midland enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midland, prohibitions; provided, however, that for purposes of determining nothing contained herein shall prohibit the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in Company from publicly announcing its position with respect thereof pursuant to any stock dividend, stock split, recapitalization matter concerning the Company or prohibit the like of Shareholders from making any such shares of preferred stock), shall be assumed disclosures required to be outstanding even if such preferred stock has not yet been convertedmade under applicable securities laws.

Certain Prohibited Actions. (a) Unless approved Other than in advance in writing support of the Metropolitan Nominees, during the Term, without the prior written consent of Metropolitan, the Stockholder and any other parties hereto, with respect to the election of Directors or by law amendments to increase the board number of directors as described above, will not, and will cause each of Midland (the “Board”)its controlled affiliates not to, each Shareholder agrees that neither he nor any singly or as part of his Representatives acting on behalf of or in concert with the Shareholder (or any of his Representatives) will, until the Expiration Date, as defined belowa "group", directly or indirectly: , through one or more intermediaries: (i) make any proposal to the Boardmake, any of Midland’s Representatives or any of Midland’s shareholders regardingsupport, or make vote in favor of, or in any public announcementway participate, proposal directly or offer indirectly, in any "solicitation" or "proxies" (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its Subsidiaries; (B) any restructuring, recapitalization, liquidation or similar transaction involving Midland or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except with respect to the representation described in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of this Agreement; or (F) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 4; (ii) instigate, encourage or assist any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) take any action which would reasonably be expected to require Midland or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 4; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland or any of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4, the restrictions set forth in this Section 4 shall terminate and be of no further force and effect if Midland enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent with respect to the Voting Securities (10%including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14A-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any Voting Securities; (ii) initiate, propose, or participate in the solicitation of stockholders for the approval of, one or more stockholder proposals with respect to the Company in Rule 14A-8 under the Exchange Act or induce any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join, influence or participate in a "group", act in concert with any other person or entity or otherwise become a "person", for the purpose of acquiring, holding, voting or disposing of any Voting Securities or taking any other actions prohibited under this Section 5; (iv) act, alone or in concert with others (including by providing financing for another party), to seek or offer to control the Company (provided that actions of the outstanding Metropolitan Nominees on the Board pursuant to Section 3(a) shall not be deemed a violation of the foregoing); (v) deposit any Voting Securities in a voting securities of Midlandtrust or subject any Voting Securities to any arrangement or agreement with respect to the voting thereof; or (vi) disclose any intention, provided, howeverplan or arrangement inconsistent with the foregoing prohibitions or advise or assist any other person in connection with the foregoing prohibitions; PROVIDED HOWEVER, that for purposes of determining nothing contained herein shall prohibit any person, including the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in Stockholder from publicly announcing his position as a director with respect thereof pursuant to any stock dividend, stock split, recapitalization or matter concerning the like of any such shares of preferred stock), shall be assumed to be outstanding even if such preferred stock has not yet been convertedCompany.

Certain Prohibited Actions. (a) Unless approved in advance in writing During the Term, without the prior written consent of the Company duly authorized by the board of directors of Midland (the “Board”)Board or except as otherwise required or authorized by this Agreement, Xxxx will not, and will cause each Shareholder agrees that neither he nor any of his Representatives acting on behalf controlled affiliates not to, singly or as part of a "group," directly or indirectly, through one or more intermediaries (i) make, or in concert with the Shareholder (or any of his Representatives) will, until the Expiration Date, as defined belowway participate, directly or indirectly: , in any "solicitation" of "proxies" (i) make any proposal to the Board, any of Midland’s Representatives or any of Midland’s shareholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of under the United States Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) with respect toto the Voting Securities (including by the execution of actions by written consent), or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise or influence any person or entity with respect to the voting of any Voting Securities other than consistent with any proxy solicitation on behalf of the Board of Directors of the Company; (ii) initiate, propose or participate in the solicitation of shareholders for the approval of, one or more shareholder proposals with respect to the Company (as described in Rule 14a-8 under the Exchange Act) or induce any other individual or entity to initiate any shareholder proposal relating to the Company; (iii) form, join, influence or participate in a "group," act in concert with any other person or entity or otherwise solicitbecome a "person," for the purpose of taking any other actions prohibited under this Section 5 or any other provision of this Agreement; (iv) make any proposal or, except as may be required by law, any public announcement relating to a tender or exchange offer for any Voting Securities, or a merger, business combination, sale of assets, liquidation, restructuring, recapitalization or other extraordinary corporate transaction relating to the Company or its material assets; (v) act alone or in concert with others (including by providing financing for another party), to seek or offer to effect (including, for control the avoidance of doubt, indirectly by means of communication with the press or media): (A) any business combination, merger, tender offer, exchange offer or similar transaction involving Midland or any of its SubsidiariesCompany; (Bvi) deposit any restructuring, recapitalization, liquidation Voting Securities in a voting trust or similar transaction involving Midland subject any Voting Securities to any arrangement or any of its Subsidiaries; (C) any acquisition of any of Midland’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets; (D) except agreement with respect to the representation described voting thereof other than in the Merger Agreement, any proposal to seek representation on the Board or otherwise seek to control or influence the management, board of directors or policies of any of Midland or its Subsidiaries; (E) any request or proposal to waive, terminate or amend the provisions of connection with this Agreement; or (Fvii) disclose any proposalintention, plan or arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 4; (ii) instigate, encourage foregoing prohibitions or assist advise or consent any third party (including forming a “group,” as defined under the Exchange Act (a “Group”), other person in connection with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in this Section 4; (iii) take any action which would reasonably be expected to require Midland or any of its Affiliates or Representatives to make a public announcement regarding any of the actions set forth in this Section 4; or (iv) acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of Midland or any of its Subsidiaries, or rights or options to acquire interests in any of Midland’s loans, debt securities, equity securities or assets. (b) Notwithstanding the foregoing provisions of this Section 4, the restrictions set forth in this Section 4 shall terminate and be of no further force and effect if Midland enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of Midland’s equity securities or all or substantially all of Midland’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise). (c) For purposes of this Agreement, the “Expiration Date” with respect to the obligations of the Shareholders under this Agreement shall be that first date when the Shareholders, in the aggregate, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than ten percent (10%) of the outstanding voting securities of Midland, prohibitions; provided, however, that for purposes of determining nothing contained herein shall prohibit the number of outstanding voting securities of Midland, all shares of Midland Common Stock then issuable upon conversion of Midland’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock, Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock, and Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock outstanding on the date hereof (and any convertible securities issued in Company from publicly announcing its position with respect thereof pursuant to any stock dividend, stock split, recapitalization matter concerning the Company or the like of prohibit Xxxx from making any such shares of preferred stock), shall be assumed disclosures required to be outstanding even if such preferred stock has not yet been convertedmade under applicable securities laws.