Common use of COMMITMENT TO VOTE AGAINST COMPETING TRANSACTION Clause in Contracts

COMMITMENT TO VOTE AGAINST COMPETING TRANSACTION. Except as otherwise provided in this Agreement, at any meeting of shareholders of Redwood Empire or at any adjournment thereof or any other circumstances upon which their vote, consent or other approval is sought, Shareholder will vote (or cause to be voted) all of the Shares over which Shareholder has voting authority (other than in a fiduciary capacity) against (i) any merger agreement, share exchange or merger (other than the Plan and the Merger), consolidation, liquidation, winding-up or sale of assets of or by Redwood Empire or NBR or any other form of Business Combination (as defined in the Plan), or (ii) any amendment of Redwood Empire's Articles of Incorporation or Bylaws or other proposal or transaction involving Redwood Empire or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Plan, or any of the other transactions contemplated thereby.