Common use of Irrevocable Consent Clause in Contracts

Irrevocable Consent. The Company Holder hereby agrees not to modify, revoke or rescind the Written Consent executed by the Company Holder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent executed by the Company Holder or any resolution contained therein or otherwise precluding approval of the Merger, the Merger Agreement or any Related Agreement or the adoption of the Merger Agreement unless and until the Merger Agreement is terminated in accordance with its terms. The Company Holder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Proceeding, in law or in equity, in any court or before any Governmental Authority, that (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Related Agreements or the consummation of the Merger and the other transactions contemplated thereby or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by the Company Holder, either alone or together with the other consents, voting or stockholder agreements and proxies to be delivered in connection with the Merger Agreement, breaches any fiduciary duty, whether of the Board of Directors of the Company or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.

Irrevocable Consent. The Company Holder Equityholder hereby agrees not to modify, revoke or rescind the Written Consent executed by the Company Holder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent executed by the Company Holder or any resolution contained therein or otherwise precluding approval of the Merger, the Merger Agreement or Transactions, any Related Agreement Transaction Document or the adoption of the Merger Agreement unless and until the Merger Agreement is terminated in accordance with its termsAgreement. The Company Holder Equityholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Proceedingaction, claim, suit or cause of action, in law or in equity, in any court or before any Governmental AuthorityEntity, that which (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Related Agreements Transaction Documents or the consummation of the Merger and the other transactions contemplated thereby Transactions or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by the Company HolderEquityholder, as applicable, either alone or together with the other consents, voting written consents or stockholder agreements and proxies to be delivered in connection with the execution of the Merger Agreement, breaches any fiduciary duty, whether of the Board of Directors of the Company or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.

Irrevocable Consent. The Company Holder Stockholder hereby agrees agrees, except as may be requested by Howard, not to modify, revoke or rescind the Written Bank Stockholder Consent executed by the Company Holder Stockholder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Bank Stockholder Consent executed by the Company Holder Stockholder or any resolution contained therein or otherwise precluding approval of the Merger, the Merger Agreement or any Related Agreement or the adoption of the Merger Agreement unless and until or the Merger Agreement is terminated in accordance with its termsapproval of the principal terms of the Merger, at any time prior to the Effective Time. The Company Holder Stockholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any ProceedingLitigation, in law or in equity, in any court or before any Governmental AuthorityEntity, that (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Bank Stockholder Consent or this Agreement or the execution and delivery of the Merger Agreement and Related Agreements or the consummation of the Merger and the other transactions contemplated thereby Transactions or (ii) alleges that the execution and delivery of the Written Consent Bank Stockholder Consent, or this Agreement by the Company HolderStockholder, either alone or together with the any other consents, voting or stockholder agreements and proxies to be delivered in connection with the execution of the Merger Agreement, breaches any fiduciary duty, whether duty of the Board board of Directors directors of the Company Bank or any member thereof, of any officer of the Company thereof or of any holder of Company Bank Capital Stock or other Company Bank securities.