Common use of Proxy; Further Assurances Clause in Contracts

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject Securities.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject Securities.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) each Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. (b) Each Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “"Proxy”"); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) each Stockholder shall cause to be delivered to the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by such Stockholder. (b) Each Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Major Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares such Major Stockholder’s Subject Securities referred to therein (the “Proxy”); and (ii) each Major Stockholder shall cause to be delivered to the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock or that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by such Major Stockholder. (b) Each Major Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement with respect to the such Major Stockholder’s Subject Securities.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “("Proxy”"); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 l3d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Investors a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); ) and (ii) Stockholder shall cause to be delivered to the Company Investors an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Investors the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company a Parent an irrevocable proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Company Capital Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Major Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares such Major Stockholder’s Subject Securities referred to therein (the “Proxy”); and (ii) each Major Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock or Company Preferred Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by such Major Stockholder. (b) Each Major Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the such Major Stockholder’s Subject Securities.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Voting Agreement: (i) each Stockholder shall deliver to the Company Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) law, with respect to the shares referred to therein (the “"Proxy”"); and (ii) each Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock and Company Preferred Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by such Stockholder. (b) Each Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesVoting Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Parent a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “"Proxy”"); and (ii) Stockholder shall cause to be delivered to the Company Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s 's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Parent the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares securities referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (aA) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Investors a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); "PROXY") and (ii) Stockholder shall cause to be delivered to the Company Investors an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. (bB) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Investors the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: Voting Agreement (i) each Stockholder shall deliver to the Company Bancorp a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) law, with respect to the shares referred to therein (the “"Proxy”"); , and (ii) each Stockholder shall cause to be delivered to the Company Bancorp an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Allaire Common Stock that are owned Owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), but not of record, by such Stockholder. (b) Each Stockholder shall, at Stockholder’s his or her own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Bancorp the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesVoting Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: Voting Agreement (i) Stockholder each Shareholder shall deliver to the Company Allaire a proxy in the form attached to this Voting Agreement as Exhibit AExhxxxx X, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) law, with respect to the shares referred to therein (the “"Proxy”"); , and (ii) Stockholder each Shareholder shall cause to be delivered to the Company Allaire an additional proxy (in the form attached hereto as Exhibit AX) executed xxxxuted on behalf of the record owner of any outstanding shares of Parent Bancorp Common Stock that are owned Owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934, as amended), but not of record, by Stockholdersuch Shareholder. (b) Stockholder Each Shareholder shall, at Stockholder’s his or her own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Allaire the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject Securitiesxxxx Xxting Agreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) Stockholder shall deliver to the Company Investors a proxy in the form attached to this Agreement as Exhibit EXHIBIT A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the “Proxy”); "PROXY") and (ii) Stockholder shall cause to be delivered to the Company Investors an additional proxy (in the form attached hereto as Exhibit EXHIBIT A) executed on behalf of the record owner of any outstanding shares of Parent Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. (b) Stockholder shall, at Stockholder’s his or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company Investors the power to carry out and give effect to the provisions of this Agreement with respect to the Stockholder’s Subject SecuritiesAgreement.

Proxy; Further Assurances. (a) Contemporaneously with the execution of this Agreement: (i) each Major Stockholder shall deliver to the Company a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares such Major Stockholder's Subject Securities referred to therein (the “"Proxy”"); and (ii) each Major Stockholder shall cause to be delivered to the Company an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock or that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange ActAct of 1934), but not of record, by such Major Stockholder. (b) Each Major Stockholder shall, at Stockholder’s his, her or its own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in the Company the power to carry out and give effect to the provisions of this Agreement with respect to the such Major Stockholder’s 's Subject Securities.