Common use of Requisite Shareholder Approval Clause in Contracts

Requisite Shareholder Approval. (a) PBB shall cause this Agreement, the Merger and the transactions contemplated hereby to be submitted for approval to its shareholders at a meeting to be called and held in accordance with applicable laws (the “PBB Shareholder Meeting”). Except with the prior approval of FFI, neither PBB nor any member of the PBB Board shall, at the PBB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB shall cause the PBB Shareholder Meeting to take place as promptly as reasonably practicable, but in no event more than thirty-five (35) days following the issuance of the California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act. In connection with its call of such shareholder meeting, PBB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers and directors to vote the stock for which he or she has voting authority in favor of the transactions contemplated hereby, to include the recommendation of the PBB Board that the PBB shareholders adopt and approve this Agreement and the transactions contemplated hereby, and to be mailed to the PBB shareholders. The PBB Board shall at all times prior to and during the PBB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement in connection with the PBB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB at the PBB Shareholder Meeting for the purpose of adopting and approving the Agreement, the Merger and the transactions contemplated hereby. To the extent PBB’s shareholders include any PBB Benefit Plan or trust maintained in connection therewith, the PBB Board shall cause the administrator or other applicable fiduciary for such PBB Benefit Plan to adopt or maintain procedures for the voting of the PBB capital stock held by the PBB Benefit Plan or its trust which are consistent with applicable fiduciary responsibilities and otherwise reasonably satisfactory to FFI. (b) Notwithstanding the foregoing, PBB and the PBB Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) PBB shall have complied in all respects with Section 6.5; (ii) the PBB Board determines in good faith, after consultation with its financial advisor and based on the advice of its outside legal counsel, that such action is necessary for the PBB Board to comply with its fiduciary duties under applicable law; and (iii) if the PBB Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the PBB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by FFI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) PBB shall notify FFI, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the Person making such Acquisition Proposal) and furnish to FFI a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBB shall, during the period following PBB’s delivery of the notice referred to in clause (B) above, negotiate with FFI in good faith for a period of up to four (4) Business Days (to the extent FFI desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained herein, PBB shall not enter into an agreement providing for an Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal other than the Merger unless this Agreement has been terminated in accordance with its terms.

Requisite Shareholder Approval. (a) PBB shall cause this AgreementAt the Closing, each Stockholder, in addition to any Disclosure Statement and Consent or Consent and Irrevocable Proxy executed by such Stockholder, hereby votes and consents to approve the Merger and the transactions contemplated hereby to be submitted for approval to its shareholders at a meeting to be called and held in accordance with applicable laws (the “PBB Shareholder Meeting”). Except with the prior approval of FFI, neither PBB nor any member terms of the PBB Board shall, at the PBB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB shall cause the PBB Shareholder Meeting to take place as promptly as reasonably practicable, but in no event more than thirty-five (35) days following the issuance of the California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act. In connection with its call of such shareholder meeting, PBB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers and directors to vote the stock for which he or she has voting authority in favor of the transactions contemplated hereby, to include the recommendation of the PBB Board that the PBB shareholders adopt and approve this DGHA Repurchase Agreement and the transactions contemplated hereby, and to be mailed to the PBB shareholders. The PBB Board shall at all times prior to and during the PBB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement in connection with the PBB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB at the PBB Shareholder Meeting for the purpose of adopting and approving the Manager Repurchase Agreement, the Merger and the transactions contemplated hereby. To the extent PBB’s shareholders include any PBB Benefit Plan or trust maintained in connection therewith, the PBB Board shall cause the administrator or other applicable fiduciary for such PBB Benefit Plan to adopt or maintain procedures for the voting of the PBB capital stock held by the PBB Benefit Plan or its trust which are consistent with applicable fiduciary responsibilities and otherwise reasonably satisfactory to FFI. (b) Notwithstanding the foregoingEach Stockholder, PBB by acceptance and the PBB Board receipt of any Securities, in addition to any Disclosure Statement and Consent or Consent and Irrevocable Proxy executed by such Stockholder, hereby grants an irrevocable proxy, which shall be permitted deemed to effect a Change in Recommendation if and only be coupled with an interest, with respect to voting rights of such shares to the extent that: Chairman of the Corporation to vote in favor of each proposal intended by the Corporation to achieve the Requisite Stockholder Approval. If for any reason any such proxy is terminated, each Stockholder, in addition to any Disclosure Statement and Consent or Consent and Irrevocable Proxy executed by such Stockholder, hereby agrees to vote (ior to provide written consent in lieu thereof) PBB in favor of each proposal intended by the Corporation to achieve the Requisite Stockholder Approval. (c) If a Stockholder is not an individual and if under the circumstances Code Section 280G(b)(5) or applicable Treasury Regulations thereunder (whether proposed, temporary or final) would require a separate vote of holders of the voting power of such entity, then in addition to the Stockholder's vote (or written consent in lieu thereof) as described in Section 14 the Stockholder shall have complied obtain the separate vote or votes (or shall obtain written consent or consents in all respects with lieu thereof) in favor of any proposal intended by the Corporation to achieve the Requisite Stockholder Approval of or from the holder or holders of voting power of the Stockholder necessary to satisfy Code Section 6.5; 280G(b)(5) or applicable Treasury Regulations thereunder (iiwhether proposed, temporary or final). (d) the PBB Board determines in good faith, after consultation with its financial advisor and based on the advice of its outside legal counsel, Each Stockholder acknowledges that such action is necessary for Stockholder has received and reviewed the PBB Board Disclosure Statement and Consent. In connection with any proposal intended by the Corporation to comply with its fiduciary duties under applicable law; and (iii) if achieve the PBB Board intends Requisite Stockholder Approval, the Corporation agrees to effect a Change in Recommendation following an Acquisition Proposal, (A) the PBB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by FFI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) PBB shall notify FFI, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the Person making such Acquisition Proposal) and furnish to FFI a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBB shall, during the period following PBB’s delivery of the notice referred to in clause (B) above, negotiate with FFI in good faith for a period of up to four (4) Business Days (provide information to the extent FFI desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained herein, PBB shall not enter into an agreement providing for an Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal other than the Merger unless this Agreement has been terminated in accordance with its termsStockholders as required by Code Section 280G(b)(5)(B)(ii).

Requisite Shareholder Approval. (a) PBB shall Feather River, acting through the Feather River Board, shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a meeting of its shareholders (the “Feather River Shareholder Meeting”) as soon as practicable, but not later than 45 days, after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC for the purpose of approving and adopting this Agreement, the Merger, and the transactions contemplated hereby; (ii) require no greater than the minimum vote of the capital stock of Feather River required by applicable Law in order to approve this Agreement, the Merger and the transactions contemplated hereby; (iii) subject to a Change in Recommendation in accordance with Section 6.5, include in the Proxy Statement/Prospectus the recommendation of the Feather River Board that the shareholders of Feather River vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby; and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Feather River as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC, and use its reasonable best efforts to obtain the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of shares of Feather River Common Stock entitled to be submitted for approval to its shareholders at a meeting to be called and held in accordance with applicable laws (the “PBB Shareholder Meeting”). Except with the prior approval of FFI, neither PBB nor any member of the PBB Board shall, vote at the PBB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB shall cause the PBB Feather River Shareholder Meeting necessary to take place as promptly as reasonably practicableapprove the foregoing under applicable Law, but including by soliciting proxies to vote in no event more than thirty-five (35) days following the issuance of the California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act. In connection with its call favor of such shareholder proposal. The letter to shareholders, notice of meeting, PBB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers Feather River and directors to vote the stock for which he or she has voting authority in favor form of the transactions contemplated hereby, to include the recommendation of the PBB Board that the PBB shareholders adopt and approve this Agreement and the transactions contemplated hereby, and proxy to be mailed distributed to the PBB shareholders. The PBB Board shall at all times prior to and during the PBB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement shareholders in connection with the PBB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as Merger and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB at the PBB Shareholder Meeting for the purpose of adopting in form and approving the Agreement, the Merger and the transactions contemplated hereby. To the extent PBB’s shareholders include any PBB Benefit Plan or trust maintained in connection therewith, the PBB Board shall cause the administrator or other applicable fiduciary for such PBB Benefit Plan to adopt or maintain procedures for the voting of the PBB capital stock held by the PBB Benefit Plan or its trust which are consistent with applicable fiduciary responsibilities and otherwise substance reasonably satisfactory to FFIPlumas. (b) Notwithstanding the foregoing, PBB and the PBB Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) PBB shall have complied in all respects with Section 6.5; (ii) the PBB Board determines in good faith, after consultation with its financial advisor and based on the advice of its outside legal counsel, that such action is necessary for the PBB Board to comply with its fiduciary duties under applicable law; and (iii) if the PBB Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the PBB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by FFI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) PBB shall notify FFI, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the Person making such Acquisition Proposal) and furnish to FFI a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBB shall, during the period following PBB’s delivery of the notice referred to in clause (B) above, negotiate with FFI in good faith for a period of up to four (4) Business Days (to the extent FFI desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained hereinin this Agreement, PBB Feather River shall not enter into an agreement providing for an Acquisition Proposal or submit be required to hold the Feather River Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the vote scheduled time of its shareholders any Acquisition Proposal other than the Merger unless this Agreement has been terminated in accordance with its termsFeather River Shareholder Meeting.

Requisite Shareholder Approval. (a) PBB shall cause this AgreementSubject to Applicable Law, the Merger rules and regulations of the transactions contemplated hereby to be submitted for approval to its shareholders at New York Stock Exchange and Parent’s Governing Documents, Parent shall establish a record date for, call, give notice of, convene and hold a meeting to be called and held in accordance with applicable laws of the stockholders of the Parent (the “PBB Shareholder Parent Stockholders’ Meeting”). Except with the prior approval of FFI, neither PBB nor any member of the PBB Board shall, at the PBB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB shall cause the PBB Shareholder Meeting to take place as promptly as reasonably practicable, but in no event more than thirty-five (35) days practicable following the issuance clearance of the California Permit or after proxy statement related thereto (the Registration Statement is declared effective “Proxy Statement”) by the SEC pursuant to the Securities Act. In connection with its call of such shareholder meetingSEC, PBB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers and directors to vote the stock for which he or she has voting authority in favor of the transactions contemplated hereby, to include the recommendation of the PBB Board that the PBB shareholders adopt and approve this Agreement and the transactions contemplated hereby, and to be mailed to the PBB shareholders. The PBB Board shall at all times prior to and during the PBB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement in connection with the PBB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB at the PBB Shareholder Meeting for the purpose of adopting voting upon the approval, authorization and approving ratification of the AgreementCorporate Actions (as defined below), the Merger in accordance with Applicable Law and the transactions contemplated hereby. To the extent PBB’s shareholders include any PBB Benefit Plan or trust maintained in connection therewith, the PBB Board shall cause the administrator or other applicable fiduciary for such PBB Benefit Plan to adopt or maintain procedures for the voting rules and regulations of the PBB capital stock held by the PBB Benefit Plan or its trust which are consistent with applicable fiduciary responsibilities and otherwise reasonably satisfactory to FFI. (b) New York Stock Exchange. Notwithstanding the foregoing, PBB and the PBB Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) PBB if there are insufficient shares of Parent Common Stock necessary to establish a quorum at the Parent Stockholders’ Meeting, Parent shall have complied in all respects with Section 6.5; postpone or adjourn the date of the Parent Stockholders’ Meeting and (ii) Parent may postpone or adjourn the PBB Parent Stockholders’ Meeting to solicit sufficient proxies to secure the favorable vote of the holders of a majority of the outstanding shares of Parent Common Stock (other than the SHEP I Parent Shares) present in person or by proxy at the Parent Stockholders’ Meeting with respect to the Corporate Actions (the “Requisite Stockholder Approval”). Unless the Board of Directors of Parent determines in good faith, after consultation consulting with its financial advisor and based on the advice of its outside legal counsel, that such action is necessary for the PBB Board to comply doing so would be inconsistent with its fiduciary duties under applicable law; Applicable Law, Parent shall solicit from stockholders of Parent proxies in favor of the approval, authorization and ratification of the Corporate Actions in accordance with Applicable Law and the rules and regulations of the New York Stock Exchange and Parent’s Board of Directors shall (x) recommend that Parent’s stockholders vote to adopt, authorize, approve and ratify the Corporate Actions (the “Recommendation”), (y) use commercially reasonable efforts to solicit such stockholders to vote in favor of the Corporate Actions and (iiiz) if use commercially reasonable efforts to take all other actions necessary or advisable to secure the PBB Board intends favorable votes of such stockholders required to approve and effect a Change in Recommendation following an Acquisition Proposal, (A) the PBB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by FFI pursuant to clause (C) belowCorporate Actions. Parent shall establish a record date for, that such Acquisition Proposal constitutes a Superior Proposalcall, (B) PBB shall notify FFIgive notice of, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including convene and hold the identity of the Person making such Acquisition Proposal) and furnish to FFI a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBB shall, during the period following PBB’s delivery of the notice referred to in clause (B) above, negotiate with FFI in good faith for a period of up to four (4) Business Days (to the extent FFI desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained herein, PBB shall not enter into an agreement providing for an Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal other than the Merger unless this Agreement has been terminated Parent Stockholders’ Meeting in accordance with this Section 7.14, whether or not the Parent’s Board of Directors at any time subsequent to the date hereof shall have changed its termsposition with respect to its Recommendation or determined that any or all of the Corporate Actions are no longer advisable and/or recommended that stockholders of the Parent reject any or all of the Corporate Actions. (b) Parent shall prepare and file with the Commission the preliminary Proxy Statement sufficiently in advance of the time necessary to obtain clearance thereof with the SEC and the Requisite Stockholder Approval. Parent shall use commercially reasonable efforts to complete and disseminate the preliminary Proxy Statement to the stockholders of the Parent as soon as practicable following clearance of the Proxy Statement related thereto by the SEC. Seller shall reasonably cooperate with Parent in connection with the preparation and filing of the Proxy Statement, including furnishing Parent upon request with information as may be reasonably required under the Exchange Act to be set forth about Seller or the Company in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the Securities and Exchange Commission or its staff with respect to the Proxy Statement shall be made by Parent without providing Seller a reasonable opportunity to review and comment thereon. Parent shall advise Seller, promptly after it receives notice thereof, of any request by the Securities and Exchange Commission or its staff for an amendment or revisions to the Proxy Statement or requests or comments thereon and responses thereto, and shall provide Seller with copies of all correspondence between Parent and any of its advisors or representatives, on the one hand, and the Securities and Exchange Commission or its staff, on the other hand.

Requisite Shareholder Approval. (a) PBB CFB shall cause this Agreement, the Merger and the transactions contemplated hereby to be submitted for approval to its shareholders at a meeting to be called and held in accordance with applicable laws (the “PBB CFB Shareholder Meeting”). Except with the prior approval of FFI, neither PBB CFB nor any member of the PBB CFB Board shall, at the PBB CFB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB CFB shall cause the PBB CFB Shareholder Meeting to take place as promptly as reasonably practicable, but in no event more than thirty-five (35) days following the issuance of the California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act. In connection with its call of such shareholder meeting, PBB CFB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers and directors to vote the stock for which he or she has voting authority in favor of the transactions contemplated hereby, to include the recommendation of the PBB CFB Board that the PBB CFB shareholders adopt and approve this Agreement and the transactions contemplated hereby, and to be mailed to the PBB CFB shareholders. The PBB CFB Board shall at all times prior to and during the PBB CFB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement in connection with the PBB CFB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB CFB at the PBB CFB Shareholder Meeting for the purpose of adopting and approving the Agreement, the Merger and the transactions contemplated hereby. To the extent PBBCFB’s shareholders include any PBB CFB Benefit Plan or trust maintained in connection therewith, the PBB CFB Board shall cause the administrator or other applicable fiduciary for such PBB CFB Benefit Plan to adopt or maintain procedures for the voting of the PBB CFB capital stock held by the PBB CFB Benefit Plan or its trust which are consistent with applicable fiduciary responsibilities and otherwise reasonably satisfactory to FFI.. SMRH:483016959.7 -44- (b) Notwithstanding the foregoing, PBB CFB and the PBB CFB Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) PBB CFB shall have complied in all respects with Section 6.5; (ii) the PBB CFB Board determines in good faith, after consultation with its financial advisor and based on the written advice of its outside legal counsel, that such action is necessary for the PBB CFB Board to comply with its fiduciary duties under applicable law; and (iii) if the PBB CFB Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the PBB CFB Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by FFI pursuant to clause (C) below, that such Acquisition Proposal constitutes a Superior Proposal, (B) PBB CFB shall notify FFI, at least four (4) Business Days in advance, of its intention to effect a Change in Recommendation in response to such Superior Proposal (including the identity of the Person making such Acquisition Proposal) and furnish to FFI a copy of the relevant proposed transaction agreements with the Person making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, PBB CFB shall, during the period following PBBCFB’s delivery of the notice referred to in clause (B) above, negotiate with FFI in good faith for a period of up to four (4) Business Days (to the extent FFI desires to negotiate) to make such adjustments in the terms and condition of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Notwithstanding anything to the contrary contained herein, PBB CFB shall not enter into an agreement providing for an Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal other than the Merger unless this Agreement has been terminated in accordance with its terms.