Common use of Rights of Voting Representatives Clause in Contracts

Rights of Voting Representatives. Each Stockholder by execution --------------------------------- of this Agreement irrevocably names, constitutes and appoints Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Love, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, or any of them, and their respective successor(s) or assign(s), the true and lawful attorneys, agents, proxies and Voting Representatives of the undersigned, each with full power of substitution, to vote all shares of Stock owned or held by such Stockholder subject to this Agreement at any and all regular and special meetings of stockholders of the Company whenever and wherever held during the term of this Agreement, or at any adjournment thereof, hereby ratifying and confirming all that the said attorneys, agents, proxies and Voting Representatives might do. The proxies hereby granted are irrevocable and coupled with an interest. Each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock owned or held by such Stockholder subject to this Agreement and relating to any such rights hereby vested in the Voting Representatives. The Voting Representatives shall have the right to vote the Stock at any meeting or on any issue with respect to which the Stockholders would otherwise have the right to vote the Stock, including, without limitation, proposals (i) to dissolve and/or liquidate the Company, (ii) to amend its Articles of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the Company. Each Stockholder by execution of this Agreement expressly authorizes the Voting Representatives to call special meetings of stockholders of the Company for any purpose or purposes which the Voting Representatives shall in their sole discretion deem necessary and appropriate. In voting the Stock, either in person or by their collective nominee or proxy, the Voting Representatives shall exercise their best judgment to select suitable directors for the Company, and shall otherwise take such action with respect to the management of the Company's affairs as they may deem necessary and in the best interests of the Company. The Stock shall be voted, and the actions required of the Voting Representatives by the terms of this Agreement shall be taken, in a manner determined by the concurrence of at least two-thirds of the Voting Representatives, who upon such concurrence shall have the authority to exercise all the rights and powers granted hereunder, which concurrence and exercise may be in person, by telephone, by written consent or by proxy, which written consent or proxy shall include telegraphic communications. In the event of a failure of the Voting Representatives to agree on the manner of voting the Stock, the Stock shall be voted in accordance with the desires of the holders of a majority of such Stock as determined at a meeting called for that purpose upon 10 days prior written notice. If the proxy granted pursuant to Paragraph 3.1 hereof is determined to be invalid for any reason, each Stockholder agrees to vote his Stock on any proposals submitted to a vote of stockholders in the same manner as at least two-thirds of the Voting Representatives vote their Stock with respect to such proposals or as otherwise directed by the Voting Representatives.

Rights of Voting Representatives. Each Stockholder by execution --------------------------------- of this Agreement irrevocably names, constitutes and appoints Xxxx D. C. Xxxxxxx, Xxhn X. XxxxxxXxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxx Xxy X. Xxxxxxxx, Xxxxxx Xxy X. Xxxxx, Xx., X. J. Xxxxxxxx xxx Georxx X. Xxxxxxx, Xxxxxxx X. Love, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, or xx any of them, and their respective successor(s) or assign(s), the true and lawful attorneys, agents, proxies and Voting Representatives of the undersigned, each with full power of substitution, to vote all shares of Stock owned or held by such Stockholder subject to this Agreement at any and all regular and special meetings of stockholders of the Company Bank whenever and wherever held during the term of this Agreement, or at any adjournment thereof, hereby ratifying and confirming all that the said attorneys, agents, proxies and Voting Representatives might do. The proxies hereby granted are irrevocable and coupled with an interest. Each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock owned or held by such Stockholder subject to this Agreement and relating to any such rights hereby vested in the Voting Representatives, specifically including the Sunbelt National Bank Voting and Stock Restriction and Purchase Agreement dated and effective as of March 2, 1983. The Voting Representatives shall have the right to vote the Stock at any meeting or on any issue with respect to which the Stockholders would otherwise have the right to vote the Stock, including, without limitation, proposals (i) to dissolve and/or and liquidate the CompanyBank, (ii) to amend its Articles of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the CompanyBank or to amend its Articles of Association or Bylaws. Each Stockholder by execution of this Agreement expressly authorizes the Voting Representatives to call special meetings of stockholders of the Company Bank for any purpose or purposes which the Voting Representatives shall in their sole discretion deem necessary and appropriate. In voting the Stock, either in person or by their collective nominee or proxy, the Voting Representatives shall exercise their best judgment Judgment to select suitable directors for the CompanyBank, and shall otherwise take such action with respect to the management of the Company's Banks affairs as they may deem necessary and in the best interests of the CompanyBank. The Stock shall be voted, and the actions required of the Voting Representatives by the terms of this Agreement shall be taken, in a the manner determined by the concurrence of at least two-thirds a majority of the Voting Representatives, who upon such concurrence shall have the authority to exercise all the rights and powers granted hereunder, which concurrence and exercise may be in person, by telephone, by written consent or by proxy, which written consent or proxy shall include telegraphic communications. In the event of a failure of the Voting Representatives to agree on the manner of voting the Stock, the Stock shall be voted in accordance with the desires of the holders of a majority of such Stock as determined at a meeting called for that purpose upon 10 days prior written notice. If the proxy granted pursuant to Paragraph 3.1 hereof is determined to be invalid for any reason, each Stockholder agrees to vote his Stock on any proposals submitted to a vote of stockholders in the same manner as at least two-thirds of the Voting Representatives vote their Stock with respect to such proposals or as otherwise directed by the Voting Representatives.holders

Rights of Voting Representatives. Each Stockholder Stockholder, by execution --------------------------------- of this Agreement irrevocably namesAgreement, constitutes subject to that certain Investor Rights Agreement, dated as of [·], 20[·], by and appoints among by and among New Holdco, AB, MB, MJB Investments, LP, the Trusts, the Supplemental Needs Trust FBO Xxxxx Xxxx Xxxxxxx, Xxxxx X. XxxxxxXxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Love, Xxxxxxx and Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, or any of them, and their respective successor(s) or assign(s(the “Investor Rights Agreement”), the true and lawful attorneys, agents, proxies and Voting Representatives of the undersigned, each with full power of substitution, to irrevocably agrees that such Stockholder will vote all shares of such Stockholder’s Stock owned or held by such Stockholder subject to this Agreement at any and all regular and special meetings of stockholders of the Company New Holdco whenever and wherever held during the term of this Agreement, or at any adjournment thereof, hereby ratifying and confirming all consent to any action by the stockholders of New Holdco without a meeting as permitted under appropriate state law, as may be directed by the Voting Representative. Each Stockholder agrees that the said attorneysforegoing grant of authority to the Voting Representative shall include without limitation the right to direct such Stockholder how to vote or consent, agentsor to exercise any designation rights, proxies and Voting Representatives might dothat may only be applicable to or vested in the holders of the New Holdco Preferred Stock. The proxies hereby granted are irrevocable and coupled with an interest. Each Except as set forth in the Investor Rights Agreement, each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock owned or held by such Stockholder subject Stock, including without limitation under and pursuant to this the Prior Voting Agreement and relating to any such rights hereby vested in the Voting Representatives(as hereinafter defined). The Voting Representatives Representative shall have the right to vote direct the voting of the Stock at any meeting or on any issue with respect to which the Stockholders would otherwise have the right to vote the Stock, including, without limitation, proposals (i) to dissolve and/or liquidate the Company, (ii) to amend its Articles any corporate or stockholder action of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the Companyany kind. Each Stockholder by By execution of this Agreement Agreement, each Stockholder expressly authorizes agrees, as may be directed by the Voting Representatives Representative, to participate in the call of special meetings of stockholders of the Company New Holdco for any purpose or purposes which the Voting Representatives Representative shall in their its sole discretion deem necessary and appropriate. In directing the voting of the StockStock at a meeting (or consenting to corporate or stockholder action in lieu of a meeting), either in person or by their collective nominee or proxysubject to the Investor Rights Agreement, the Voting Representatives Representative shall exercise their best its sole judgment to select suitable in selecting the directors for the CompanyNew Holdco for which such Stock shall be voted (or consented to with respect to corporate or other stockholder action in lieu of a meeting), and shall otherwise take be entitled to direct the voting of such Stock (or the consenting to corporate or other action in lieu of a meeting) with respect to the management of the Company's New Holdco’s affairs as they the Voting Representative may deem necessary and or appropriate in the best interests of the Companyits sole discretion. The Stock shall be voted, the consent to corporate or stockholder action shall be taken, and the all other actions required of the Voting Representatives Representative by the terms of this Agreement shall be takenundertaken, subject to the Investor Rights Agreement, in a the manner determined and directed by the concurrence of at least two-thirds of the Voting RepresentativesRepresentative in its sole discretion, who upon such concurrence shall have the authority to exercise all the rights and powers granted hereunder, which concurrence and exercise may be in person, by telephone, or by written consent or direction, including by proxy, which written consent or proxy shall include telegraphic means of electronic communications. In the event of a failure of the Voting Representatives to agree on the manner of voting the Stock, the Stock shall be voted in accordance with the desires of the holders of a majority of such Stock as determined at a meeting called for that purpose upon 10 days prior written notice. If the proxy granted pursuant to agreement set forth in this Paragraph 3.1 hereof is determined to be invalid for any reason, each Stockholder agrees to vote his Stock promptly execute, on any proposals submitted to an individual basis, a vote of stockholders in the same manner as at least two-thirds of new agreement naming the Voting Representatives vote their Stock with respect Representative and granting it the powers contemplated by this Paragraph 3.1 and containing substantially similar material terms in order to such proposals or as otherwise directed by effect the Voting Representativespurpose of this Agreement.

Rights of Voting Representatives. Each Stockholder Stockholder, by execution --------------------------------- of this Agreement irrevocably namesAgreement, constitutes subject to that certain Investor Rights Agreement, dated as of [·], 20[·] by and appoints among by and among New Holdco, AB, MB, MJB Investments, the Trust, the Alayna Xx Xxxxxxx Max 2019 Gift Trust, the Xxxxxx Xxxxxxx, III 2019 Gift Trust, the Xxxxx Xxxxx Xxxxxxx Xxxxxxx 2019 Gift Trust, the Xxxx Xxxxxxxx 2019 Gift Trust, the Xxxxxx Xxxxxx 2019 Gift Trust, the Xxxxxxx Xxxx Xxxxxxx 2019 Gift Trust, and the Xxxxxxx Xxxx Xxxxxxx Flood 2019 Gift Trust, Xxxxx X. XxxxxxXxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Love, Xxxxxxx and Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, or any of them, and their respective successor(s) or assign(s(the “Investor Rights Agreement”), the true and lawful attorneys, agents, proxies and Voting Representatives of the undersigned, each with full power of substitution, to irrevocably agrees that such Stockholder will vote all shares of such Stockholder’s Stock owned or held by such Stockholder subject to this Agreement at any and all regular and special meetings of stockholders of the Company New Holdco whenever and wherever held during the term of this Agreement, or at any adjournment thereof, hereby ratifying and confirming all consent to any action by the stockholders of New Holdco without a meeting as permitted under appropriate state law, as may be directed by the Voting Representative. Each Stockholder agrees that the said attorneysforegoing grant of authority to the Voting Representative shall include without limitation the right to direct such Stockholder how to vote or consent, agentsor to exercise any designation rights, proxies and Voting Representatives might dothat may only be applicable to or vested in the holders of the New Holdco Preferred Stock. The proxies hereby granted are irrevocable and coupled with an interest. Each Except as set forth in the Investor Rights Agreement, each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock owned or held by such Stockholder subject Stock, including without limitation under and pursuant to this the Prior Voting Agreement and relating to any such rights hereby vested in the Voting Representatives(as hereinafter defined). The Voting Representatives Representative shall have the right to vote direct the voting of the Stock at any meeting or on any issue with respect to which the Stockholders would otherwise have the right to vote the Stock, including, without limitation, proposals (i) to dissolve and/or liquidate the Company, (ii) to amend its Articles any corporate or stockholder action of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the Companyany kind. Each Stockholder by By execution of this Agreement Agreement, each Stockholder expressly authorizes agrees, as may be directed by the Voting Representatives Representative, to participate in the call of special meetings of stockholders of the Company New Holdco for any purpose or purposes which the Voting Representatives Representative shall in their its sole discretion deem necessary and appropriate. In directing the voting of the StockStock at a meeting (or consenting to corporate or stockholder action in lieu of a meeting), either in person or by their collective nominee or proxysubject to the Investor Rights Agreement, the Voting Representatives Representative shall exercise their best its sole judgment to select suitable in selecting the directors for the CompanyNew Holdco for which such Stock shall be voted (or consented to with respect to corporate or other stockholder action in lieu of a meeting), and shall otherwise take be entitled to direct the voting of such Stock (or the consenting to corporate or other action in lieu of a meeting) with respect to the management of the Company's New Holdco’s affairs as they the Voting Representative may deem necessary and or appropriate in the best interests of the Companyits sole discretion. The Stock shall be voted, the consent to corporate or stockholder action shall be taken, and the all other actions required of the Voting Representatives Representative by the terms of this Agreement shall be takenundertaken, subject to the Investor Rights Agreement, in a the manner determined and directed by the concurrence of at least two-thirds of the Voting RepresentativesRepresentative in its sole discretion, who upon such concurrence shall have the authority to exercise all the rights and powers granted hereunder, which concurrence and exercise may be in person, by telephone, by written consent or direction, including by proxy, which written consent or proxy shall include telegraphic means of electronic communications. In the event of a failure of the Voting Representatives to agree on the manner of voting the Stock, the Stock shall be voted in accordance with the desires of the holders of a majority of such Stock as determined at a meeting called for that purpose upon 10 days prior written notice. If the proxy granted pursuant to agreement set forth in this Paragraph 3.1 hereof is determined to be invalid for any reason, each Stockholder agrees to vote his Stock promptly execute, on any proposals submitted to an individual basis, a vote of stockholders in the same manner as at least two-thirds of new agreement naming the Voting Representatives vote their Stock with respect Representative and granting it the powers contemplated by this Paragraph 3.1 and containing substantially similar material terms in order to such proposals or as otherwise directed by effect the Voting Representativespurpose of this Agreement.