Common use of Shareholder Approvals Clause in Contracts

Shareholder Approvals. (a) As promptly as reasonably practicable after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly (i)Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as soon as reasonably practicable after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for effective by the purpose of obtaining the UBSH Shareholder Approval SEC to consider and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders vote upon the approval of this Agreement and the transactions contemplated hereby, hereby (including the Merger) and, if mutually agreed, any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “UBSH Board RecommendationCompany Meeting”), (ii) include and shall, subject to Section 5.09 and the UBSH Board Recommendation in last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Company shall use its commercially reasonable efforts to cause the Joint Proxy StatementCompany meeting to occur as soon as reasonably practicable and on the same date as the Buyer Meeting and to set the same record date as Buyer for the Buyer Meeting. The Company Meeting may be held virtually, subject to applicable Law and (iii) solicit the Company’s organizational documents. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the UBSH Requisite Company Shareholder Approval. (b) As promptly as reasonably practicable after Approval to consummate the date Merger and the Registration Statement other transactions contemplated hereby, and shall ensure that the Company Meeting is declared effectivecalled, XBKS noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall call a meeting of its shareholders be submitted for the purpose approval of obtaining Company shareholders at the XBKS Shareholder Approval Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use commercially reasonable efforts to solicit shareholders to approve this Agreement and shall the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to cause such meeting obtain the Requisite Shareholder Approval to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofconsummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the “XBKS Shareholders Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of Company at the Company Meeting”). Subject to Section 5.5, for the Board purpose of Directors of XBKS shall (i) recommend to XBKS’s shareholders voting on the approval of this Agreement and the transactions contemplated hereby, hereby (including the Merger (the “XBKS Board Recommendation”Merger), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts nothing contained herein shall be deemed to obtain the XBKS Shareholder Approvalrelieve Company of such obligation. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly as reasonably practicable after the date the Registration Statement is declared effective, UBSH SONA shall call a meeting of its shareholders for the purpose of obtaining the UBSH SONA Shareholder Approvals and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “SONA Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of SONA shall (i) recommend to SONA’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “SONA Board Recommendation”), (ii) include the SONA Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the SONA Shareholder Approvals. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, EVBS shall call a meeting of its shareholders for the purpose of obtaining the EVBS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH EVBS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH EVBS shall (i) recommend to UBSHEVBS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH EVBS Board Recommendation”), (ii) include the UBSH EVBS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS EVBS Shareholder Approval. (c) UBSH SONA and XBKS EVBS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH SONA Shareholder Approval Approvals and the XBKS EVBS Shareholder Approval, UBSHSONA, as the sole shareholder stockholder of Union BankSonabank, and XBKSEVBS, as the sole shareholder stockholder of XBKSEVB, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly as reasonably practicable after the date Registration Statement is declared effective under the Securities Act (or in the case of the record date, a reasonable time before the Registration Statement is declared effective), UBSH shall call the Company shall, in accordance with Applicable Law and the Company’s articles of incorporation and bylaws, establish a record date (which record date will be as promptly as reasonably practicable following the date on which it is established) for, duly call, give notice of, convene and hold, a meeting of its the Company’s shareholders for the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and including any adjournment or postponement thereof, the “UBSH Shareholders Company Shareholder Meeting”), in accordance with Section 321 of the PBCL, for the sole purpose of obtaining the Company Shareholder Approval, holding the Company Shareholder Advisory Vote in accordance with the PBCL and Applicable Law, and such other matters as may be agreed by Parent; provided, however, that the Company Shareholder Meeting shall be held no later than twenty-five (25) Business Days after the Registration Statement is declared effective (unless adjourned or postponed in accordance with the terms of this Section 6.2(a)). The Company will cause the Proxy/Prospectus to be mailed to its shareholders as promptly as reasonably practicable after the SEC has declared the Registration Statement effective, but in any event no later than five (5) Business Days after the Registration Statement is declared effective. Subject to Section 5.56.4(d), the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and Company will use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Company Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and hold the Company Shareholder Advisory Vote at the Company Shareholder Meeting or any adjournment or postponement thereof, including soliciting from its shareholders proxies in favor of the “XBKS Shareholders adoption of this Agreement in compliance with all Applicable Law and its articles of incorporation and bylaws. The Company shall ensure that all proxies solicited in connection with the Company Shareholder meeting are solicited in compliance with all Applicable Law. The Company shall not adjourn or postpone the Company Shareholder Meeting without the prior written consent of Parent; provided, that the Company may adjourn or postpone the Company Shareholder Meeting (A) if the failure to adjourn or postpone the Company Shareholder Meeting would reasonably be expected to be a violation of Applicable Law or to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the board of directors of the Company has determined in good faith, after consultation with outside legal counsel, is necessary or required to be filed under Applicable Law or for the Company to comply with its obligations under Section 6.4(g) and Section 6.4(h) and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholder Meeting”, (B) if, as of the time that the Company Shareholder Meeting is originally scheduled (as set forth in the Proxy/Prospectus) or rescheduled, pursuant to this Section 6.2(a). Subject , there are insufficient shares of Company Class A Common Stock represented at such meeting (either in person or by proxy) to Section 5.5constitute a quorum necessary to conduct the business of the Company Shareholder Meeting or (C) if, as of the time that the Company Shareholder Meeting is originally scheduled, adjournment or postponement of the Company Shareholder Meeting is necessary to enable the Company to solicit additional proxies required to obtain the Company Shareholder Approval; further provided, that in the event that there are insufficient votes to obtain the Company Shareholder Approval at the Company Shareholder Meeting, the Board of Directors of XBKS shall Company may postpone or adjourn the Company Shareholder Meeting up to two (2) times for up to thirty (30) days to the extent permitted by Applicable Law. (b) Except to the extent expressly permitted by Section 6.4(f), (i) the board of directors of the Company shall recommend to XBKSthat the Company’s shareholders vote in favor of the approval adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Company Board Recommendation”)) at the Company Shareholder Meeting, (ii) the Proxy/Prospectus shall include a statement to the XBKS Board Recommendation effect that the board of directors of the Company has recommended that the Company’s shareholders vote in favor of the Joint Proxy Statement, adoption of this Agreement at the Company Shareholder Meeting and (iii) solicit and use its reasonable best efforts to obtain neither the XBKS Shareholder Approvalboard of directors of the Company nor any committee thereof shall effect a Company Adverse Recommendation Change. (c) UBSH The Company agrees (i) to provide Parent with periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing periodic voting reports) and XBKS shall use their reasonable best efforts (ii) to hold their respective shareholder meetings give written notice to Parent one (1) day prior to the Company Shareholder Meeting and on the same dayday of, but prior to, the Company Shareholder Meeting indicating whether as of such date insufficient proxies representing the Company Shareholder Approval appear to have been obtained. (d) Promptly following Unless this Agreement has been terminated pursuant to ARTICLE VIII, the UBSH Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Shareholder Approval and Meeting in accordance with this Section 6.2 shall not be limited to, or otherwise affected by, the XBKS Shareholder Approvalcommencement, UBSHdisclosure, as announcement or submission to the sole shareholder Company of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting any Acquisition Proposal or Superior Proposal or by written consentany Company Adverse Recommendation Change.

Shareholder Approvals. Each of CBAN and SCSG shall call, give notice of, convene and hold a meeting of its shareholders (athe “CBAN Meeting” and the “SCSG Meeting,” respectively) As promptly as soon as reasonably practicable (subject to applicable notice requirements) after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders effective for the purpose of obtaining the UBSH Requisite CBAN Shareholder Approval and the Requisite SCSG Shareholder Approval required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby (as applicable). The board of directors of each of CBAN and SCSG shall use its commercially reasonable best efforts to cause such meeting to occur obtain from the shareholders of CBAN and SCSG, as soon as reasonably practicable (such meeting and any adjournment or postponement thereofthe case may be, the “UBSH Shareholders Meeting”). Subject Requisite CBAN Shareholder Approval, in the case of CBAN, and the Requisite SCSG Shareholder Approval, in the case of SCSG, including by communicating to Section 5.5, its respective shareholders its recommendation (and including such recommendation in the Board of Directors of UBSH shall (iProxy Statement/Prospectus) recommend to UBSH’s shareholders the approval of that they approve this Agreement and the transactions contemplated hereby, including including, with respect to CBAN, the Merger CBAN Common Stock Issuance. CBAN or SCSG shall adjourn or postpone the CBAN Meeting or the SCSG Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of CBAN Common Stock or the SCSG Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the “UBSH Board Recommendation”)business of such meeting, (ii) include or if on the UBSH Board Recommendation in the Joint Proxy Statementdate of such meeting CBAN or SCSG as applicable, and (iii) solicit and use its reasonable best efforts has not received proxies representing a sufficient number of shares necessary to obtain the UBSH Requisite CBAN Shareholder Approval or the Requisite SCSG Shareholder Approval. (b) As promptly . Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the CBAN Meeting and SCSG Meeting shall be convened, the CBAN Stock Issuance and this Agreement shall be submitted to the shareholders of CBAN, and this Agreement shall be submitted to the shareholders of SCSG, at the CBAN Meeting and SCSG Meeting, respectively, for the purpose of voting on the approval of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either CBAN or SCSG of such obligation. CBAN and SCSG shall use their commercially reasonable efforts to cooperate to hold the CBAN Meeting and SCSG Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on set the same dayrecord date for each such meeting. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly The Company agrees to take, in accordance with applicable law and the Company Certificate and Company Bylaws, all action necessary to call, give notice of, convene, and hold as soon as reasonably practicable after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval to consider and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders vote upon the approval of this Agreement and any other matters required to be approved by the transactions contemplated herebyCompany's shareholders for consummation of the Transactions (including any adjournment or postponement, including the Merger ("COMPANY MEETING"). Except with the “UBSH prior approval of Parent, no other matters shall be submitted for the approval of the Company shareholders at the Company Meeting, other than the annual election of directors of the Company. The Company Board Recommendation”)shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders; provided that nothing in this Agreement shall prevent the Company Board from withholding, (ii) include withdrawing, amending or modifying its recommendation if the UBSH Company Board Recommendation determines, after consultation with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to the Company shareholders under applicable law; provided, further, that Section 7.08 shall govern the withholding, withdrawing, amending or modifying of such recommendation in the Joint Proxy Statementcircumstances described therein. Nothing contained in Section 7.08 shall affect or otherwise limit the obligation of the Company to call, give notice of, convene, and (iii) solicit hold the Company Meeting. Parent agrees to take, in accordance with applicable law and use its reasonable best efforts Parent Articles and Parent Bylaws, all action necessary to obtain the UBSH Shareholder Approval. (b) As promptly convene as soon as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval to consider and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders vote upon the approval of this Agreement and any other matters required to be approved by Parent's shareholders for consummation of the transactions contemplated herebyTransactions (including any adjournment or postponement, including the Merger (the “XBKS "PARENT MEETING"). Parent Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, shall at all times prior to and (iii) during such meeting recommend such approval and shall take all reasonable lawful action to solicit and use such approval by its reasonable best efforts to obtain the XBKS Shareholder Approvalshareholders. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly as reasonably practicable Until the Series A Shareholder Approval is duly obtained by the Company, the Company shall take all action necessary to present the Series A Shareholder Approval Proposal for a vote at each meeting of stockholders of the Company held after the date execution of this Agreement, and if shares of Series B Preferred Stock are outstanding, until the Registration Statement Series B Shareholder Approval is declared effectiveduly obtained by the Company, UBSH the Company shall call take all action necessary to present the Series B Shareholder Approval Proposal for a vote at each meeting of its shareholders for stockholders of the purpose Company held after the execution of obtaining this Agreement, in each case in accordance with applicable Law, the UBSH Certificate of Incorporation and Bylaws. Each such meeting of stockholders at which either the Series A Shareholder Approval and or Series B Shareholder Approval is considered is referred to herein as a "Shareholder Meeting." The Company shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH required approval of its stockholders of the Shareholder ApprovalApproval Proposal or Proposals under consideration at each Shareholder Meeting in order to give effect thereto under the Certificate of Incorporation, the Bylaws, the DGCL and the NYSE Rules. The Company shall file with the Commission a Proxy Statement with respect to the first Shareholder Meeting held after the execution of this Agreement no later than January 15, 2000, and the Company shall use its best efforts to hold such Shareholder Meeting no later than April 5, 2000. (b) As promptly as reasonably practicable after Each Proxy Statement shall contain the date the Registration Statement is declared effective, XBKS shall call a meeting recommendation of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors that the stockholders approve the Shareholder Approval Proposal or Proposals, as applicable. The Company shall notify the Investor promptly of XBKS shall (i) recommend the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to XBKS’s shareholders such Proxy Statement or for additional information, and will supply the approval Investor with copies of this Agreement all correspondence between the Company and its representatives, on the one hand, and the transactions contemplated herebyCommission or the members of its staff or of any other Governmental Entities, including on the Merger other hand, with respect to such Proxy Statement. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on those portions of such Proxy Statement describing or referring to a Shareholder Approval Proposal or any member of the Investor Group (the “XBKS Board Recommendation”)"Investor Information") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, (ii) include or sent to, the XBKS Board Recommendation in Commission with respect to the Joint Proxy Statement, and (iii) solicit and use Investor Information. The Company shall give reasonable consideration to any comments the Investor or its reasonable best efforts counsel may provide with respect to obtain the XBKS Shareholder ApprovalInvestor Information or any amendment or supplement thereto. (c) UBSH and XBKS Notwithstanding anything to the contrary contained in this Section 8.13, the Company shall use their reasonable best efforts not be required to hold their respective shareholder meetings on take any of the same dayactions described in Section 8.13 (a) or (b) hereof with respect to a Shareholder Approval Proposal, if in the opinion of outside legal counsel to the Company, the relevant Shareholder Approval is not required under the NYSE Rules to permit the actions described in such Shareholder Approval Proposal. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSHEach Proxy Statement, as of the sole shareholder date it is mailed to stockholders of Union Bank, the Company and XBKS, as of the sole shareholder date of XBKS, each in such capacitythe relevant Shareholder Meeting, will approve not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Bank Merger Agreementstatements therein, whether at a meeting or in light of the circumstances under which they were made, not misleading; provided, however, that this Section 8.13(d) shall not apply to any information provided to the Company in writing by written consentany member of the Investor Group with respect to such member expressly for inclusion in the Proxy Statement.

Shareholder Approvals. (a) As promptly Subject to Section 6.11, Seller shall take, in accordance with applicable law and the Seller Articles and Seller Bylaws, all action necessary to convene a meeting of its shareholders (the “Seller Meeting”) to be held as soon as reasonably practicable after the date the Registration Statement S-4 is declared effective, UBSH shall call a meeting of its shareholders effective for the purpose of obtaining the UBSH Shareholder Approval Requisite Seller Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement. Subject to the rights of the Board of Directors set forth in Section 6.11, including the right to accept or approve a Superior Proposal, cancel or delay the Seller meeting, change or withdraw its recommendation of this Agreement and/or terminate this Agreement as contemplated in Section 6.11(d), the Board of Directors of Seller shall use its commercially reasonable best efforts to obtain from the shareholders of Seller the Requisite Seller Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. (b) Subject to Section 6.11, Seller shall adjourn or postpone the Seller Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Seller has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Seller Vote; provided, that Seller shall not be required to adjourn or postpone the Seller Meeting more than two times pursuant to this Section 6.3(b). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, including in accordance with Section 6.11, the Seller Meeting shall be convened and this Agreement shall be submitted to the shareholders of Seller at the Seller Meeting, for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Seller of such obligation. (c) Parent shall take, in accordance with applicable law and the Parent Articles and Parent Regulations, all action necessary to convene a meeting of its shareholders (the “Parent Meeting”) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Parent Vote required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement. The Board of Directors of Parent shall use its reasonable best efforts to cause obtain from the shareholders of Parent the Requisite Parent Vote, including by communicating to its shareholders its recommendation (and including such meeting to occur as soon as reasonably practicable (such meeting recommendation in the Proxy Statement) that they adopt and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of approve this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following Parent shall adjourn or postpone the UBSH Shareholder Approval and the XBKS Shareholder ApprovalParent Meeting, UBSHif, as of the sole shareholder time for which such meeting is originally scheduled there are insufficient shares of Union Bank, and XBKS, as the sole shareholder of XBKS, each Parent Common Stock represented (either in such capacity, will approve the Bank Merger Agreement, whether at a meeting person or by written consentproxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Parent has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Parent Vote; provided, that Parent shall not be required to adjourn or postpone the Parent Meeting more than two times pursuant to this Section 6.3(d).

Shareholder Approvals. (a) The Company’s board of directors shall recommend that the Company’s shareholders approve the amendment and restatement of the Company’s Articles of Incorporation as provided herein and all other matters, if any, with respect to the Transaction which may require approval by the Company’s shareholders (the “Proposals”), and shall not withdraw or change any such recommendations. (b) As promptly as reasonably practicable after following the date of this Agreement, the Registration Statement is declared effective, UBSH Company shall call a special meeting of its shareholders (the “Shareholders’ Meeting”) for the purpose of obtaining the UBSH Requisite Shareholder Approval Vote in connection with this Agreement and the Proposals and shall use its reasonable best efforts to cause such meeting Shareholders’ Meeting to occur as soon promptly as reasonably practicable and in any event no later than fifty (such meeting 50) days after the date Investors have executed this Agreement to purchase $100 million of Purchased Shares. The Proxy Statement shall include the Company Board Recommendation, and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH (and all applicable committees thereof) shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain from the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKSCompany’s shareholders the Requisite Shareholder Vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger Proposals (the “XBKS Board RecommendationShareholder Approvals”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings If on the same daydate for which the Shareholders’ Meeting is scheduled (the “Original Date”), the Company has not received proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, CapGen shall have the right to require the Company, and the Company shall have the right, to postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 20 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the date of the Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 20 days from the Original Date in reliance on this Section 6.04(c). In the event that the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, including the need to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, any days resulting from such adjournment or postponement shall not be included for purposes of the calculations of the number of days pursuant to this subsection. (d) Promptly following The Company shall provide a draft of the UBSH Shareholder Approval Amended and Restated Articles of Incorporation in a form reasonably satisfactory to CapGen to CapGen for approval at least five business days prior to the XBKS Shareholder Approvalinitial filing of the Proxy Statement with the SEC. The Company will not file the Proxy Statement without CapGen’s prior written approval of the draft of the Amended and Restated Articles of Incorporation, UBSHwhich consent shall not be unreasonably withheld (the Amended and Restated Articles of Incorporation, as approved by CapGen, the sole shareholder “Amended and Restated Articles of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentIncorporation”).

Shareholder Approvals. (a) As promptly as reasonably practicable after the date the Registration Statement is declared effective, UBSH Seller shall call a meeting of submit to its shareholders for this Agreement and any other matters required to be approved by its shareholders in order to carry out the purpose intentions of obtaining this Agreement in order to obtain the UBSH Requisite Seller Shareholder Approval and Approvals. Seller shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend deliver a Consent Notice and form of written consent to UBSHeach shareholder of Seller for the Requisite Seller Shareholder Approvals in accordance with applicable Law and Seller’s shareholders Articles of Incorporation and Bylaws, and (ii) obtain the Requisite Seller Shareholder Approvals within 15 Business Days of the date of this Agreement. In the event that the Requisite Seller Shareholder Approvals are not obtained by written consent within such period, and Buyer does not elect to terminate this Agreement pursuant to Section 9.1(h), Seller shall take, in accordance with applicable Law and its Articles of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and hold the Seller’s Shareholders’ Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions contemplated hereby, including provided for in this Agreement. Seller’s Board shall recommend that its shareholders approve this Agreement in accordance with the Merger IBCA (the “UBSH Board Seller Recommendation”), (ii) and shall include the UBSH Board Recommendation such recommendation in the Joint Proxy Statement, and except to the extent Seller’s Board has made an Adverse Recommendation Change (iiias defined below) in accordance with the terms of this Agreement. Seller shall solicit and use its reasonable best efforts to obtain the UBSH Requisite Seller Shareholder ApprovalApprovals. (b) As promptly Neither Seller’s Board nor any committee thereof shall, except as reasonably practicable after the date the Registration Statement is declared effectiveexpressly permitted by this Section, XBKS shall call (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts manner adverse to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofBuyer, the Seller Recommendation, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “XBKS Shareholders MeetingAdverse Recommendation Change”). Subject Notwithstanding the foregoing, prior to Section 5.5the Requisite Seller Shareholder Approvals, the Seller’s Board of Directors of XBKS shall may make an Adverse Recommendation Change if and only if: (i) recommend Seller’s Board determines in good faith, after consultation with outside counsel, and the Seller Financial Advisor, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (ii) Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, and the Seller Financial Advisor, that a failure to XBKSaccept such Superior Proposal would result in Seller’s Board breaching its fiduciary duties to Seller and its shareholders under applicable Law; (iii) Seller’s Board provides written notice (a “Notice of Recommendation Change”) to Buyer of its receipt of the approval Superior Proposal and its intent to announce an Adverse Recommendation Change by the fifth Business Day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing) and identify the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five Business Day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three Business Days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five Business Day period to make such adjustments in the terms and conditions of this Agreement as would enable Seller’s Board to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall not be required to propose any such adjustments); and (v) Seller’s Board, following such five Business Day period, again determines in good faith, after consultation with outside counsel, and the transactions contemplated herebySeller Financial Advisor, including that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to Seller and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the Merger (extent prohibited by the “XBKS IBCA as determined by Seller after consultation with Seller’s outside counsel, Seller shall submit this Agreement to its shareholders to act by written consent and, if necessary, at the Seller’s Shareholders’ Meeting even if Seller’s Board Recommendation”)has made an Adverse Recommendation Change, (ii) include in which case Seller’s Board may communicate the XBKS Board Adverse Recommendation Change and the basis for it to the shareholders of Seller in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder ApprovalStatement or any appropriate amendment or supplement thereto. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. Each of the parties undertakes and agrees as follows: (a) As promptly as reasonably practicable after The Company shall cause and procure that on or before the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall Closing Date: (i) recommend to UBSH’s shareholders the approval Merger, the Plan of this Agreement Merger, the Articles of Merger and the transactions contemplated herebyadoption of the Amended and Restated M&A shall be authorized by a resolution or written consent of members of the Company, including duly passed in accordance with the Merger (Articles of Association of the “UBSH Board Recommendation”), Company and the Act; (ii) include the UBSH Board Recommendation members of the Company shall pass a resolution that, at the Effective Time (as defined below), the existing memorandum and articles of association of the Company, as the Surviving Corporation, shall be amended and restated by their deletion in their entirety and the Joint Proxy Statement, substitution in their place of the Amended and Restated M&A; and (iii) solicit the holders of the Preference Shares of the Company shall pass a Preference Shareholders Resolution (as defined in the Articles of Association of the Company) to approve the Merger, the Plan of Merger, the Articles of Merger and use its reasonable best efforts the adoption of the Amended and Restated M&A, in accordance with Article 57 of the Articles of Association of the Company. The approvals of the members of the Company required pursuant to obtain this Section 1.1(a) are referred to herein collectively, as the UBSH “Requisite Shareholder ApprovalApprovals.” (b) As promptly as reasonably practicable after Digital Value and VisionChina shall cause and procure that on or prior to the date of this Agreement, the Registration Statement is declared effectivePlan of Merger shall be authorized by a resolution of members of every class of shares of Digital Value, XBKS duly passed in accordance with the Articles of Association of Digital Value and the Act (and for the purposes thereof a copy of the Plan of Merger shall call a be given to each such member, whether or not entitled to vote on or consent to the Plan of Merger, together with notice of any meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts such members to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”be held). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH Following approval of the Plan of Merger, the Articles of Merger and XBKS the Amended and Restated M&A by the members of each Constituent Company, the Articles of Merger shall use their reasonable best efforts to hold their respective shareholder meetings on the same daybe executed by each Constituent Company. (d) Promptly Within 20 days immediately following the UBSH Shareholder Approval and date on which the XBKS Shareholder Approvalvote of members of the Company authorizing the Plan of Merger is taken, UBSHor the date on which written consent of members of the Company without a meeting is obtained, the Company shall give written notice of such authorization or consent to each member who has given written objection to the Plan of Merger prior to the relevant meeting or who did not consent in writing to the Plan of Merger (as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentcase may be).

Shareholder Approvals. (a) As promptly Upon the terms set forth in this Agreement, the Company shall, at its option, (i) seek to obtain the Company Requisite Shareholder’s Approval in the form of a written resolution (the “Written Consent”) by all of the shareholders of the Company entitled to vote at a general meeting of the Company within seventy-two (72) hours after the Proxy/Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to the shareholders of the Company, or (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall duly convene a meeting of the shareholders of the Company for the purpose of voting solely upon the adoption of this Agreement, the Transaction Documents and the Transactions, as soon as reasonably practicable after the date the Proxy/Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval and . The Company shall use its commercially reasonable best efforts to cause obtain the Company Requisite Shareholder’s Approval at such meeting of the shareholders of the Company and shall take all other action reasonably necessary or advisable to occur secure the Company Requisite Shareholder’s Approval as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, after the “UBSH Shareholders Meeting”)Proxy/Registration Statement is declared effective. Subject to Section 5.5, The directors of the Board of Directors of UBSH Company shall (i) recommend to UBSH’s the shareholders of the Company the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder ApprovalTransactions. (b) As promptly as Upon the terms set forth in this Agreement, PubCo shall seek to obtain the PubCo Shareholder’s Approval in the form of a written resolution of the sole shareholder of PubCo prior to the Company Merger Effective Time and PubCo shall take all other action reasonably practicable after necessary or advisable to secure the date the Registration Statement is declared effective, XBKS PubCo Shareholder’s Approval. The directors of PubCo shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the sole shareholder of PubCo the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder ApprovalTransactions. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on Upon the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approvalterms set forth in this Agreement, UBSHPubCo shall, as the sole shareholder of Union BankCompany Merger Sub, approve and XBKSauthorize the Plan of Company Merger, as the sole shareholder Company Merger Filing Documents and the consummation of XBKS, the Transactions (the “Company Merger Sub Shareholder's Approval”) prior to the Company Merger Effective Time and each in such capacity, will approve of PubCo and Company Merger Sub shall take all other action reasonably necessary or advisable to cause the Bank Company Merger Agreement, whether at a meeting or by written consentFiling Documents to be filed with the Registrar of Companies of the Cayman Islands on the Closing Date.

Shareholder Approvals. (a) As promptly as reasonably practicable Until the Series A Shareholder Approval is duly obtained by the Company, the Company shall take all action necessary to present the Series A Shareholder Approval Proposal for a vote at each meeting of stockholders of the Company held after the date execution of this Agreement, and if shares of Series B Preferred Stock are outstanding, until the Registration Statement Series B Shareholder Approval is declared effectiveduly obtained by the Company, UBSH the Company shall call take all action necessary to present the Series B Shareholder Approval Proposal for a vote at each meeting of its shareholders for stockholders of the purpose Company held after the execution of obtaining this Agreement, in each case in accordance with applicable Law, the UBSH Certificate of Incorporation and Bylaws. Each such meeting of stockholders at which either the Series A Shareholder Approval and or Series B Shareholder Approval is considered is referred to herein as a "SHAREHOLDER MEETING." The Company shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH required approval of its stockholders of the Shareholder ApprovalApproval Proposal or Proposals under consideration at each Shareholder Meeting in order to give effect thereto under the Certificate of Incorporation, the Bylaws, the DGCL and the NYSE Rules. The Company shall file with the Commission a Proxy Statement with respect to the first Shareholder Meeting held after the execution of this Agreement no later than January 15, 2000, and the Company shall use its best efforts to hold such Shareholder Meeting no later than April 5, 2000. (b) As promptly as reasonably practicable after Each Proxy Statement shall contain the date the Registration Statement is declared effective, XBKS shall call a meeting recommendation of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors that the stockholders approve the Shareholder Approval Proposal or Proposals, as applicable. The Company shall notify the Investor promptly of XBKS shall (i) recommend the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to XBKS’s shareholders such Proxy Statement or for additional information, and will supply the approval Investor with copies of this Agreement all correspondence between the Company and its representatives, on the one hand, and the transactions contemplated herebyCommission or the members of its staff or of any other Governmental Entities, including on the Merger other hand, with respect to such Proxy Statement. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on those portions of such Proxy Statement describing or referring to a Shareholder Approval Proposal or any member of the Investor Group (the “XBKS Board Recommendation”)"INVESTOR INFORMATION") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, (ii) include or sent to, the XBKS Board Recommendation in Commission with respect to the Joint Proxy Statement, and (iii) solicit and use Investor Information. The Company shall give reasonable consideration to any comments the Investor or its reasonable best efforts counsel may provide with respect to obtain the XBKS Shareholder ApprovalInvestor Information or any amendment or supplement thereto. (c) UBSH and XBKS Notwithstanding anything to the contrary contained in this Section 8.13, the Company shall use their reasonable best efforts not be required to hold their respective shareholder meetings on take any of the same dayactions described in Section 8.13 (a) or (b) hereof with respect to a Shareholder Approval Proposal, if in the opinion of outside legal counsel to the Company, the relevant Shareholder Approval is not required under the NYSE Rules to permit the actions described in such Shareholder Approval Proposal. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSHEach Proxy Statement, as of the sole shareholder date it is mailed to stockholders of Union Bank, the Company and XBKS, as of the sole shareholder date of XBKS, each in such capacitythe relevant Shareholder Meeting, will approve not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Bank Merger Agreementstatements therein, whether at a meeting or in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this Section 8.13(d) shall not apply to any information provided to the Company in writing by written consentany member of the Investor Group with respect to such member expressly for inclusion in the Proxy Statement.

Shareholder Approvals. (a) As promptly as reasonably practicable after Company agrees to take, in accordance with applicable law, the date rules of the Registration Statement is declared effectiveFinancial Industry Regulatory Authority, UBSH shall call Inc., the Articles of Organization of Company and the Bylaws of Company, all action necessary to convene a special meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval to consider and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders vote upon the approval of this Agreement and any other matters required to be approved by Company’s shareholders in order to permit consummation of the transactions contemplated herebyhereby (including any adjournment or postponement, including the Merger (the “UBSH Company Meeting”) and, subject to Section 5.09, shall take all lawful action to solicit such approval by such shareholders. Company agrees to use commercially reasonable efforts to convene the Company Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. The Board of Directors of Company shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and shall not withhold, withdraw, amend or modify such recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with such recommendation, except as and to the extent expressly permitted by Section 5.09 (a “Change in Recommendation”). Notwithstanding any Change in Recommendation, (ii) include this Agreement shall be submitted to the UBSH Board Recommendation shareholders of Company for their consideration at Company Meeting and nothing contained herein shall be deemed to relieve Company of such obligation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would result in a breach of the U.S. federal securities laws or fiduciary duties of Company’s Board of Directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably required by Buyer. (b) As promptly as reasonably practicable after Buyer agrees to take, in accordance with applicable law, the date rules of the Registration Statement is declared effectiveFinancial Industry Regulatory Authority, XBKS shall call Inc., the Articles of Organization of Buyer and the Bylaws of Buyer, all action necessary to convene a special meeting of its shareholders for to consider and vote upon the purpose approval of obtaining the XBKS Shareholder Approval issuance of shares of Buyer Common Stock in the Merger as contemplated by the Agreement and shall use its reasonable best efforts any other matters required to cause such meeting be approved by Buyer’s shareholders in order to occur as soon as reasonably practicable permit consummation of the transactions contemplated hereby (such meeting and including any adjournment or postponement thereofpostponement, the “XBKS Shareholders Buyer Meeting”)) and shall take all lawful action to solicit such approval by such shareholders. Subject Buyer agrees to Section 5.5, use commercially reasonable efforts to convene the Buyer Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. The Board of Directors of XBKS Buyer shall (i) at all times prior to and during the Buyer Meeting recommend to XBKS’s shareholders the approval of this Agreement by the shareholders of Buyer and the transactions contemplated herebyshall not withhold, including the Merger (the “XBKS Board Recommendation”)withdraw, (ii) include the XBKS Board Recommendation amend or modify such recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts any manner adverse to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting Company or by written consent.take any other action or make any other public statement inconsistent with such

Shareholder Approvals. (a) As promptly as reasonably practicable after following the date execution and delivery of this Agreement, unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, the Registration Company shall prepare and file the Proxy Statement is declared effectivewith the SEC pursuant to the Exchange Act and, UBSH shall call upon clearance of any comments received from the staff of the SEC or confirmation that the staff will have no comments, submit this Agreement and the Merger to its shareholders for approval and adoption at a meeting of its shareholders called by the Company for such purpose in the purpose of obtaining manner prescribed by the UBSH Shareholder Approval Exchange Act. Unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, and subject to its fiduciary duties under Applicable Laws, the Company Board shall unanimously recommend that the Company Shareholders vote to approve and adopt this Agreement and the Merger and the other matters to be submitted to the Company Shareholders in connection therewith and shall use its reasonable best efforts to cause such meeting solicit and secure from the Company Shareholders their approval and adoption of this Agreement and the Merger. (b) Unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or Article VII, Acquiror shall prepare and lodge the Circular with the London Stock Exchange and, upon approval of the Circular by the London Stock Exchange dispatch the Circular to occur as soon as reasonably practicable (such meeting and any adjournment its stockholders. Unless this Agreement shall have been previously terminated in accordance with Section 5.01(c) or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5Article VII, the Board of Directors of UBSH Acquiror shall (i) recommend that the stockholders of Acquiror vote to UBSH’s shareholders approve the Merger and other matters to be submitted to the stockholders of Acquiror in connection therewith and shall use its best efforts to solicit and secure from the stockholders of Acquiror their approval of the Merger and, once the Merger is approved by the stockholders of Acquiror, cause Sub to consent in writing to the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder ApprovalMerger. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. The Company shall call, give notice of, establish a record date, convene and hold a meeting of its shareholders (athe “Company Meeting”) As promptly as soon as reasonably practicable after the date the Registration Statement S-4 is declared effective, UBSH shall call a meeting of its shareholders effective for the purpose of obtaining the UBSH Shareholder Approval Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement. Subject to the remainder of this Section 6.3, the Company shall use its reasonable best efforts to cause obtain from its shareholders the Requisite Company Vote, including by communicating to the shareholders of the Company its recommendation (and including such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofrecommendation in the Proxy Statement) that, the shareholders of the Company approve this Agreement and the Merger (the “UBSH Shareholders MeetingCompany Board Recommendation”). Subject to the remainder of this Section 5.56.3, the Company and its Board of Directors shall not (a) withhold, withdraw, modify or qualify in a manner adverse to Parent the Company Board Recommendation, (b) fail to make the Company Board Recommendation in the Proxy Statement, (c) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (d) fail to publicly and without qualification (i) recommend against any Acquisition Proposal or (ii) reaffirm the Company Board Recommendation, within ten (10) business days (or such fewer number of days as remains prior to the Company Meeting) after an Acquisition Proposal is made public or any request by Parent to do so, or (e) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel, and, with respect to financial matters, its financial advisors, determines in good faith that it would be more likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the Company Board Recommendation, the Board of Directors of UBSH the Company may (but shall (i) recommend not be required to), prior to UBSH’s shareholders the approval receipt of the Requisite Company Vote, submit this Agreement to its shareholders without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors of the Company may not take any of the actions under this sentence unless (A) it gives Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the transactions contemplated herebyidentity of the third party making, including the Merger (the “UBSH Board Recommendation”)any such Acquisition Proposal, (iior any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iiiB) solicit and use its reasonable best efforts to obtain at the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting end of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5notice period, the Board of Directors of XBKS shall (i) recommend the Company takes into account any amendment or modification to XBKS’s shareholders this Agreement proposed by Parent and after receiving the approval advice of its outside counsel, and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be more likely than not to result in a violation of its fiduciary duties under applicable law to continue to make the Company Board Recommendation. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Agreement Section 6.3 and will require a new notice period as referred to in this Section 6.3. The Company shall adjourn or postpone the transactions contemplated herebyCompany Meeting, including if, as of the Merger time for which such meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the “XBKS Board Recommendation”)business of such meeting, (ii) include or if on the XBKS Board Recommendation in date of such meeting the Joint Proxy StatementCompany has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote, and (iii) solicit subject to the terms and conditions of this Agreement, the Company shall continue to use its reasonable best efforts to solicit proxies from its shareholders in order to obtain the XBKS Shareholder Approval. (c) UBSH Requisite Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and XBKS this Agreement shall use their reasonable best efforts be submitted to hold their respective shareholder meetings the shareholders of the Company at the Company Meeting for the purpose of voting on the same day. (d) Promptly following the UBSH Shareholder Approval approval of such proposal and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bankother matters contemplated hereby, and XBKS, as nothing contained herein shall be deemed to relieve the sole shareholder Company of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentobligation.

Shareholder Approvals. (a) As promptly The Company Board has authorized and approved this Agreement and the plan of merger it contains and adopted resolutions recommending as reasonably practicable after of the date hereof to Company’s shareholders approval of the Registration Statement is declared effectiveplan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (b) Subject to the Company’s right to terminate this Agreement pursuant to Section 8.01(a), UBSH shall call (b), (e) or (f), the Company Board will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable law and its respective Constituent Documents, all reasonable action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “Company Meeting”), as promptly as reasonably practicable, to consider and vote upon approval of the plan of merger as well as any other such matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. The Company Board will use reasonable best efforts to obtain from its shareholders the requisite vote approving the plan of merger contained in this Agreement, including a recommendation that its respective shareholders vote in favor of the Merger. (c) In connection with the Company Meeting, Company shall prepare and distribute to its shareholders as soon as reasonably practicable a proxy statement and other proxy solicitation materials soliciting proxies from the holders of Company Common Stock in favor of the approval of the Merger (the “Proxy Statement”) and all related documents. Each party will cooperate, and will cause its Subsidiaries to cooperate, with the other party, its counsel and representatives, in the preparation of the Proxy Statement. Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to submitting such to the Company shareholders. Each of Parent, Merger Sub and Company agrees that none of the information supplied or to be supplied by it to be included or incorporated by reference in the Proxy Statement will at the date of mailing to Company’s shareholders or at the time of the meeting of Company’s shareholders held for the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting shareholders approval of the Merger and any adjournment other matters required to be approved or postponement thereof, adopted in order to effect the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement Merger and the other transactions contemplated hereby, including contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. Parent, Merger (Sub and Company each further agrees that if it becomes aware that any information furnished by it would cause any of the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation statements in the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. Unless and until the applicable Alternative Condition (as defined below) is satisfied for a Shareholder Proposal (as defined below), the Company will use its reasonable efforts to (a) As promptly as reasonably practicable after (but not later than 60 days) following the date Closing, prepare in proper form and file with the Registration Statement is declared effectiveSEC a proxy statement on Schedule 14A ("Proxy Statement") for use in soliciting proxies for the approval by the shareholders of the Company of such Shareholder Proposal, UBSH shall call (b) duly call, give notice of and convene a special meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur shareholders, as soon as reasonably practicable practicable, but not later than 40 days after the Proxy Statement is cleared by the SEC, for purposes of obtaining shareholder approval of such Shareholder Proposal, and (c) have the Proxy Statement cleared by the SEC and obtain such meeting and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”)shareholder approval. Subject to Section 5.5, the Board The term "Shareholder Proposals" shall mean each of Directors of UBSH shall (i) recommend a proposal to UBSH’s shareholders amend the approval Company's Certificate of this Agreement Incorporation to increase the number of authorized shares of Common Stock to at least 200 million shares, and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include a proposal to approve the UBSH Board Recommendation in issuance of the Joint Proxy StatementConversion Shares upon conversion of the Series 3-A Preferred Stock. The "Alternative Condition" shall be satisfied with respect to a Shareholder Proposal if the Company has determined not to seek approval of such proposal and the Company has received an opinion of counsel, which has not been withdrawn, to the effect that (I) the approval that is not being sought is not required for the Company to issue shares of Common Stock upon the conversion of the Series 3-A Preferred Stock pursuant to Section VII of the Certificate of Designation, (II) such shares of Common Stock, upon issuance, will be fully paid, validly issued and nonassessable, and (iiiIII) solicit and use its reasonable best efforts to obtain such issuance would not violate the UBSH Shareholder Approvalrules or regulations of any securities exchange or market on which any of the Company's securities are then listed, if any. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly as reasonably practicable after Subject to Section 1.7(a) herein, the date the Registration Statement is declared effective, UBSH Company shall call a the meeting of its shareholders to be held for the purpose of obtaining voting upon the UBSH Shareholder Approval Articles Amendment, the Acquisition Merger and related matters, as referred to in Section 1.7(a) hereof, as soon as practicable, but in no event later than sixty (60) days after the Registration Statement becomes effective under the 1933 Act, provided that Company shall receive an opinion dated within five (5) days of mailing the Prospectus/Proxy Statement that the Merger is fair to Company shareholders from a financial point of view. In connection with such meeting, the Company Board of Directors shall recommend approval of the Articles Amendment and the Merger, except as the fiduciary duties of the Company's Board of Directors may otherwise require. The Company shall use its reasonable best efforts to cause such meeting solicit from its shareholders proxies in favor of approval and to occur take all other action necessary or helpful to secure a vote of the holders of the shares of Company common stock in favor of the Articles Amendment and the Merger, except as soon as reasonably practicable (such meeting and any adjournment or postponement thereofthe fiduciary duties of the Boards of Directors may otherwise require. Immediately following receipt of approval of the Articles Amendment by the Company's shareholders, the “UBSH Shareholders Meeting”Company shall take all other actions necessary to effectuate such amendment, including filing articles of amendment with the proper authorities of the State of Kansas. (b) Notwithstanding the foregoing at Section 4.4(a). Subject to Section 5.5, the Board of Directors of UBSH shall the Company, to the extent required by its fiduciary obligations under applicable law, as determined in good faith by the Board of Directors based on the advice of independent counsel, may (isubject to the following sentences) recommend to UBSH’s shareholders the withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby, including or the Merger or approve or recommend any superior proposal (the “UBSH Board Recommendation”as defined below), (ii) include the UBSH Board Recommendation or enter into an agreement with respect to such superior proposal, in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable each case at any time after the date second business day following Commercial's receipt of written notice (in addition to the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to notice specified in Section 5.5, 4.3 herein) advising Commercial that the Board of Directors of XBKS the Company has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal (it being understood that any amendment to a superior proposal shall (i) recommend to XBKS’s shareholders the approval necessitate an additional two business day period). For purposes of this Agreement Agreement, "superior proposal" means any bona fide takeover proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the shares of Company common stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the transactions contemplated hereby, including Board of Directors of the Company determines in its good faith judgment (based on the advice of its financial advisor) to be more favorable to the Company's stockholders than the Merger (and for which financing, to the “XBKS Board Recommendation”)extent required, (ii) include the XBKS Board Recommendation is then committed or which, in the Joint Proxy Statementgood faith judgment of such Board of Directors, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approvalis reasonably capable of being financed by such third party. (c) UBSH Nothing contained in Sections 4.3 or 4.4 shall prohibit the Company from taking and XBKS shall use their reasonable best efforts disclosing to hold their respective shareholder meetings its stockholders a position contemplated by Rule 14e-2(a) promulgated under the 1934 Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company based on the same dayrecommendation of independent counsel, failure to do so would be inconsistent with applicable laws. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. The Company shall take all action necessary in accordance with the BVI Act and the Memorandum and Articles of Association to duly call, give notice of, convene and hold (ai) As a meeting of all its shareholders as promptly as reasonably practicable after following the date mailing of the Registration Proxy Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Company Required Shareholder Approval and shall use its reasonable best efforts to cause such Approval, (ii) a separate class meeting to occur of the holders of Company Ordinary Shares excluding the Significant Shareholder as soon promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Ordinary Shareholder Approval (such meeting the “Ordinary Class Meeting” and any adjournment or postponement thereof(i) and (ii) collectively, the “UBSH Shareholders Company Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement and (iii) a separate class meeting of the holders of the Convertible Preference Shares as promptly as reasonably practicable following the date of this Agreement for the purpose of obtaining the Preferred Shareholder Approval (provided that such meeting described in clause (iii) shall not be required if the Preferred Shareholder Approval is provided by unanimous written consent of the holders of the Convertible Preference Shares). Subject to Section 6.3, the Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement, the Merger, the Plan of Merger, the Articles of Merger and the other transactions contemplated hereby and thereby (the “Company Recommendation”). Subject to Section 5.56.3, the Board Company shall use all reasonable efforts to solicit from its shareholders proxies to be exercised in favor of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting Merger. For purposes of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofthis Agreement, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders Company Ordinary Shareholder Approval” means the approval of this Agreement the Agreement, the Plan of Merger and the transactions contemplated herebythereby, including the Merger (Merger, with the “XBKS Board Recommendation”)affirmative vote of in excess of 50 percent of the votes of the Company Ordinary Shares entitled to vote thereon which were present at the Ordinary Class Meeting and which were voted and not abstained, (ii) include excluding the XBKS Board Recommendation in votes of any Company Ordinary Shares owned by Significant Shareholder and any Convertible Preference Shares owned by Significant Shareholder entitled to vote with the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder ApprovalCompany Ordinary Shares as a single class. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) The Company’s Board of Directors shall recommend that the Company’s shareholders approve the Private Placement (including the Transaction) and the amendment and restatement of the Company’s Articles of Incorporation as provided herein (the “Proposals”), and shall not withdraw such recommendations. (b) As promptly as reasonably practicable after following the date of this Agreement, the Registration Statement is declared effective, UBSH Company shall call a special meeting of its shareholders (the “Shareholders’ Meeting”) for the purpose of obtaining the UBSH Requisite Shareholder Approval Vote in connection with this Agreement and the Proposals and shall use its reasonable best efforts to cause such meeting Shareholders’ Meeting to occur as soon promptly as reasonably practicable and no later than forty (such meeting 40) days after the Company’s Registration Statement (as defined below) is declared effective by the SEC. The Proxy Statement shall include the Company Board Recommendation and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH (and all applicable committees thereof) shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain from the UBSH Company’s shareholders the Requisite Shareholder Approval. Vote in favor of the approval of the Proposals (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval individually and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofcollectively, the “XBKS Shareholders MeetingShareholder Approvals”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings If on the same day. date for which the Shareholders’ Meeting is scheduled (d) Promptly following the UBSH Shareholder Approval “Original Date”), the Company has not received proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company, and the XBKS Shareholder ApprovalCompany shall have the right, UBSHto postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the sole shareholder date of Union Bankthe Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Section 6.04(c). In the event that the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, and XBKSincluding the need to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, as any days resulting from such adjournment or postponement shall not be included for purposes of the sole shareholder calculations of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentnumber of days pursuant to this subsection.

Shareholder Approvals. (a) As promptly At such time as TeleBanc and MET Holdings may reasonably practicable agree, and no later than five Business Days following the later to occur of receipt of the Regulatory Approvals, each of MET Holdings and TeleBanc will (i) duly and properly call, and give notice of, and thereafter cause to be convened and held no later than 30 days after the date the Registration Statement is declared effectivesuch notice, UBSH shall call a meeting of its shareholders (including any adjournment of such meeting which may be necessary), for the purpose of obtaining approving this Agreement (including the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereoftransactions contemplated herein), the “UBSH Dissolution (in the case of MET Holdings) and for such other purposes as may be necessary to effect the transactions contemplated hereby and to effect the Dissolution (in the case of MET Holdings) (respectively, the "MET Holdings Shareholders Meeting”" and the "TeleBanc Shareholders Meeting"). Subject , and (ii) subject to Section 5.5the fiduciary duty of its directors, the Board of Directors of UBSH shall (i) recommend to UBSH’s its shareholders the approval of this Agreement and (including the transactions contemplated hereby, including therein) and the Merger Dissolution (in the “UBSH Board Recommendation”case of MET Holdings), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain obtain, as promptly as reasonably practical, such shareholder approval as may be necessary to effect the UBSH Shareholder ApprovalAcquisition and the Dissolution (in the case of MET Holdings). (b) As promptly as reasonably practicable after At the date earlier of the Registration time that the Proxy Statement is declared effective, XBKS shall call a meeting mailed to the shareholders of its shareholders MET Holdings or TeleBanc for the purpose solicitation of obtaining proxies for the XBKS Shareholder Approval approvals referred to above in connection with the MET Holdings Shareholders Meeting or the TeleBanc Shareholders Meeting and at all times subsequent to such mailing up to and including the Closing Date, TeleBanc shall use its reasonable best efforts cause all information set forth in the Proxy Statement (including any supplements thereto) relating to cause such meeting to occur as soon as reasonably practicable (such meeting TeleBanc and any adjournment or postponement thereofTeleBanc Subsidiary, this Agreement, the “XBKS Shareholders Meeting”). Subject to Section 5.5Acquisition, the Board of Directors of XBKS shall Dissolution and all other transactions contemplated hereby and thereby, and any other documents or notices delivered to shareholders in connection therewith: (i) recommend to XBKS’s shareholders comply in all material respects with applicable provisions of the approval Exchange Act and rules and regulations of this Agreement the SEC thereunder and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), all other applicable Laws; and (ii) include to not contain any statement which, at the XBKS Board Recommendation time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading, or necessary to correct any statement in an earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. TeleBanc's obligations hereunder are subject to MET Holdings promptly furnishing TeleBanc with the information relating to MET Holdings which is required under applicable Laws for inclusion in the Joint Proxy Statement, which information MET Holdings represents and (iii) solicit warrants to TeleBanc shall not contain any statement which, at the time and use its reasonable best efforts in light of the circumstances under which it is furnished, is false or misleading with respect to obtain any material fact or omits to state any material fact required to be stated therein or necessary in order to make the XBKS Shareholder Approvalinformation furnished therein not false or misleading. MET Holdings further represents and warrants to TeleBanc that it will amend, supplement or revise any information so furnished as necessary to make the foregoing sentence correct and true in all material respects at and as of all times from the date of the mailing of the Proxy Statement to and including the Closing Date. (c) UBSH At the earlier of the time that the Proxy Statement is mailed to the shareholders of MET Holdings or TeleBanc for the solicitation of proxies for the approvals referred to 17 above in connection with the MET Holdings Shareholders Meeting or the TeleBanc Shareholders Meeting and XBKS at all times subsequent to such mailing up to and including the Closing Date, MET Holdings shall use their reasonable best efforts cause all information set forth in the Proxy Statement (including any supplements thereto) relating to hold their respective shareholder meetings on MET Holdings, this Agreement, the Acquisition, the Dissolution and all other transactions contemplated hereby and thereby, and any other documents or notices delivered to shareholders in connection therewith: (i) to comply in all material respects with applicable provisions of the Exchange Act and rules and regulations of the SEC thereunder and all other applicable Laws; and (ii) to not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading, or necessary to correct any statement in an earlier communication with respect to the solicitation of a proxy for the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentsubject matter which has become false or misleading. MET Holdings' obligations hereunder are subject to TeleBanc promptly furnishing MET Holdings with the information relating to TeleBanc and each TeleBanc Subsidiary which is required under applicable Laws for inclusion in the Proxy Statement, which information TeleBanc represents and warrants to MET Holdings shall not contain any statement which, at the time and in light of the circumstances under which it is furnished, is false or misleading with respect to any material fact or omits to state any material fact required to be stated therein or necessary in order to make the information furnished therein not false or misleading. TeleBanc further represents and warrants to MET Holdings that it will amend, supplement or revise any information so furnished as necessary to make the foregoing sentence correct and true in all material respects at and as of all times from the date of the mailing of the Proxy Statement to and including the Closing Date.

Shareholder Approvals. (a) As SB shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, SB shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold SB’s Shareholders’ Meeting as promptly as reasonably practicable after the date the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval considering and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting voting on approval and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) recommend to UBSH’s shareholders the approval adoption of this Agreement and the transactions contemplated hereby, including provided for in this Agreement. SB’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the Merger (the “UBSH Board Recommendation”), (ii) NCBCA and shall include the UBSH Board Recommendation such recommendation in the Joint Proxy Statement/Prospectus delivered to shareholders of SB, and except to the extent SB’s board of directors has made an Adverse Recommendation Change (iiias defined below) in accordance with the terms of this Agreement. SB shall solicit and use its reasonable best efforts to obtain the UBSH Requisite SB Shareholder Approval. (b) As Buyer shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Buyer shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold Buyer’s Shareholders’ Meeting as promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval considering and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting voting on approval and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval adoption of this Agreement and the transactions contemplated hereby, including provided for in this Agreement. Buyer’s board of directors shall recommend that its shareholders approve this Agreement in accordance with the Merger (the “XBKS Board Recommendation”), (ii) NCBCA and shall include the XBKS Board Recommendation such recommendation in the Joint Proxy Statement, and (iii) /Prospectus delivered to shareholders of Buyer. Buyer shall solicit and use its reasonable best efforts to obtain the XBKS Requisite Buyer Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts Neither SB’s board of directors nor any committee thereof shall, except as expressly permitted by this Section 7.1, (i) withdraw, qualify or modify, or propose publicly to hold their respective shareholder meetings on withdraw, qualify or modify, in a manner adverse to Buyer, the same day. SB Recommendation, or (dii) Promptly following approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the UBSH Shareholder Approval and foregoing, prior to the XBKS receipt of the Requisite SB Shareholder Approval, UBSHSB’s board of directors may make an Adverse Recommendation Change if and only if: (A) SB’s board of directors determines in good faith, after consultation with the SB Financial Advisor (or such other financial advisor as SB may use) and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of Section 7.3) that is a Superior Proposal; (B) SB’s board of directors determines in good faith, after consultation with SB’s outside counsel, that a failure to make such Adverse Recommendation Change would be inconsistent with SB’s board of directors’ fiduciary duties to SB and its shareholders under applicable Law; (C) SB’s board of directors provides written notice (a “Notice of Recommendation Change”) to Buyer of its receipt of the sole shareholder Superior Proposal and its intent to announce an Adverse Recommendation Change on the third business day following delivery of Union Banksuch notice, which notice shall specify the material terms and XBKSconditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, as if in writing) and identify the sole shareholder Person or Group making such Superior Proposal (it being understood that any amendment to any material term of XBKSsuch Acquisition Proposal shall require a new Notice of Recommendation Change, each except that, in such capacitycase, will approve the Bank Merger Agreementthree business day period referred to in this clause (C) and in clauses (D) and (E) shall be reduced to two business days following the giving of such new Notice of Recommendation Change); (D) after providing such Notice of Recommendation Change, whether at SB shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent three business day period to make such adjustments in the terms and conditions of this Agreement as would enable SB’s board of directors to proceed without an Adverse Recommendation Change (provided, however, that Buyer shall not be required to propose any such adjustments); and (E) SB’s board of directors, following such three business day period, again determines in good faith, after consultation with outside counsel, that such Acquisition Proposal nonetheless continues to constitute a meeting or by written consentSuperior Proposal and that failure to take such action would be inconsistent with their fiduciary duties to SB and its shareholders under applicable Law.

Shareholder Approvals. (a) As promptly soon as reasonably practicable after the date the Registration Statement is declared effectiveof this Agreement, UBSH Equality shall call and convene a meeting of its shareholders for the purpose of obtaining the UBSH Shareholder Approval and shall use submit to its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable shareholders for approval this Agreement and the Merger in accordance with Equality's Certificate of Incorporation, its bylaws and Delaware Law (such meeting and any adjournment or postponement thereof, the “UBSH "Equality Shareholders Meeting”"). Subject to Section 5.5If such ----------------------------- recommendation is consistent with the fiduciary duties of the Board of Directors of Equality, the Board of Directors of UBSH Equality shall (i) recommend to UBSH’s the shareholders the of Equality approval of this Agreement and the transactions contemplated hereby, including Merger. Equality shall submit this Agreement and the Merger (to its shareholders whether or not the “UBSH Board Recommendation”), (ii) include of Directors of Equality determines at any time after the UBSH Board Recommendation in date hereof that this Agreement and the Joint Proxy Statement, Merger are no longer advisable and (iii) solicit recommends that the shareholders of Equality reject this Agreement and use its reasonable best efforts to obtain the UBSH Shareholder ApprovalMerger. (b) As promptly soon as reasonably practicable after the date the Registration Statement is declared effectiveof this Agreement, XBKS Allegiant shall call and convene a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use submit to its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable shareholders for approval the issuance of Allegiant Common Stock in the Merger (such meeting and any adjournment or postponement thereof, the “XBKS "Allegiant --------- Shareholders Meeting”"). Subject to Section 5.5If such recommendation is consistent with the -------------------- fiduciary duties of the Board of Directors of Allegiant, the Board of Directors of XBKS Allegiant shall (i) recommend to XBKS’s the shareholders the of Allegiant approval of such issuance of Allegiant Common Stock. Allegiant, as the owner of all of the outstanding shares of capital stock of Acquisition Corp., shall cause this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation to be approved in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Shareholder Approvalaccordance with Delaware Law. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Shareholder Approval, UBSH, as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consent.

Shareholder Approvals. (a) As promptly as reasonably practicable after following the date of this Agreement, the Registration Statement is declared effective, UBSH Company shall call a meeting of its shareholders the Shareholders’ Meeting for the purpose of obtaining the UBSH Shareholder Approval Approvals for each of the Proposals and shall use its commercially reasonable best efforts to cause such meeting Shareholders’ Meeting to occur as soon promptly as reasonably practicable (such meeting practicable. The Proxy Statement shall include the Company Board Recommendation and any adjournment or postponement thereof, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH (and all applicable committees thereof) shall (i) recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its commercially reasonable best efforts to obtain from the UBSH Company’s shareholders the Shareholder ApprovalApprovals for the Proposals. (b) As promptly as reasonably practicable after Each director and executive officer of the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement Company and the transactions contemplated herebyBank shall have delivered, including upon the Merger (the “XBKS Board Recommendation”)execution hereof, (ii) include the XBKS Board Recommendation a binding agreement in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts form of Schedule VI to obtain vote all their respective shares of Common Stock in favor of the XBKS Shareholder ApprovalProposals. (c) UBSH Each Investor shall vote (or cause to be voted) all of its shares of Common Stock it beneficially owns, as of the date hereof or hereafter acquired, in favor of each of the Proposals, and XBKS hereby grants the Company an irrevocable proxy, coupled with an interest, to vote all of such shares in favor of the Proposals. Notwithstanding anything in this Agreement to the contrary, such Investor acknowledges and agrees that this Section 6.04(c) shall use their reasonable best efforts include all of such Investor’s shares of Common Stock (whether currently beneficially owned or hereafter acquired) and shall be binding upon any person to hold their respective shareholder meetings on which the same daylegal or beneficial ownership of such shares shall pass, whether by operation of law or otherwise, including such Investor’s successors or assigns. The proxy granted by this Section 6.04(c) shall be governed by the Florida Business Corporation Act. The obligations set forth in this Section 6.04(c) shall terminate upon the earlier of (i) receipt, by the Company, of all of the Shareholder Approvals, or (ii) the date upon which this Agreement is terminated pursuant to Article VIII. (d) Promptly following If on the UBSH Shareholder Approval date for which the Shareholders’ Meeting is scheduled (the “Original Meeting Date”), the Company has not received proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company, and the XBKS Shareholder ApprovalCompany shall have the right, UBSHto postpone or adjourn the Shareholders’ Meeting to a date that shall not be more than 45 days after the Original Date. If the Company continues not to receive proxies representing a sufficient number of votes to approve the Proposals, whether or not a quorum is present, the Investor shall have the right to require the Company to, and the Company may, make one or more successive postponements or adjournments of the Shareholders’ Meeting as long as the sole shareholder date of Union Bankthe Shareholders’ Meeting is not postponed or adjourned more than an aggregate of 45 days from the Original Date in reliance on this Section 6.04(d). If the Shareholders’ Meeting is adjourned or postponed as a result of Applicable Law, and XBKSincluding the need to disseminate to Company shareholders any amendments or supplements to the Proxy Statement, as any days resulting from such adjournment or postponement shall not be included for purposes of the sole shareholder calculations of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentnumber of days pursuant to this subsection.

Shareholder Approvals. (a) As promptly as reasonably practicable after execution of this Agreement, (i) in connection with the date Seller’s Shareholders’ Meeting, Seller shall prepare (with reasonable requested assistance from Buyer) and file with the Registration Commission, a Proxy Statement is declared effectiveand subject to the requirements of the applicable Regulatory Authorities, UBSH mail such Proxy Statement to Seller’s shareholders, and (ii) the Parties shall call a meeting furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement. Buyer and Seller shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws. Seller will advise Buyer when the definitive Proxy Statement or any supplement or amendment has been filed, or of its shareholders any request by the Commission for the purpose amendment or supplement of obtaining the UBSH Shareholder Approval Proxy Statement, or for additional information. Buyer and Seller shall use its reasonable best efforts provide each other promptly with copies of all filings and letters to cause such meeting and from the Commission and other Regulatory Authorities. Buyer shall be entitled to occur review and comment on this Proxy Statement prior to it being filed with the Commission. (b) Seller shall duly call, give notice of, convene and hold a Shareholders’ Meeting, to be held as soon as reasonably practicable (such meeting after the definitive Proxy Statement is filed with the Commission and any adjournment or postponement thereofnot later than 35 days thereafter on a date reasonably acceptable to Buyer, for the purpose of voting upon approval and adoption of this Agreement, the Merger, and the related transactions (“UBSH Shareholders MeetingSeller Shareholder Approval”) and such other related matters as it deems appropriate and shall, subject to the provisions of Section 8.1(c). Subject to Section 5.5, the through its Board of Directors of UBSH shall (i) Directors, recommend to UBSH’s its shareholders the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “UBSH Board Recommendation”), (ii) include the UBSH Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Shareholder Approval. (b) As promptly as reasonably practicable after the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “XBKS Board Recommendation”), (ii) include the XBKS Board Recommendation in the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the XBKS Seller Shareholder Approval. (c) UBSH Neither the Board of Directors of Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the approval or recommendation of such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement or other document, instrument or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the Board of Directors of Seller determines in good faith that it has received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to accept the Superior Proposal would result in the Board of Directors of Seller breaching its fiduciary duties to Seller shareholders under applicable Law, the Board of Directors of Seller may (subject to this and XBKS the following sentences) inform Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the Merger) (a “Subsequent Determination”), but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the Board of Directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Seller shall use their provide Buyer reasonable best efforts opportunity during this five business day period to hold their respective shareholder meetings on make such adjustments in the same dayterms and conditions of this Agreement as would enable Seller to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, Seller shall submit this Agreement to its shareholders at its Shareholders’ Meeting even if the Board of Directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in which case the Board of Directors of Seller may communicate the basis for its lack of recommendation to the shareholders in the Proxy Statement or any appropriate amendment or supplement thereto. (d) Promptly following Seller agrees, as to itself and its Subsidiaries, that (i) the UBSH Shareholder Approval Proxy Statement and any amendment or supplement thereto will comply in all material respects with the applicable provisions of the Exchange Act and the XBKS Shareholder Approvalrules and regulations thereunder, UBSH, as along with the sole shareholder of Union BankSCBCA, and XBKS(ii) none of the information supplied by Seller or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will at the date of the mailing to its shareholders or at the time of the meeting of its shareholders held for the purpose of obtaining the Seller shareholder approval, as contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or by written consentstatements therein not misleading.

Shareholder Approvals. (a) As promptly Each of FBMS and HSBI shall call, give notice of, convene and hold a meeting of its shareholders (the “FBMS Meeting” and the “HSBI Meeting,” respectively) as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective for the purpose of obtaining the Requisite FBMS Shareholder Approval and the Requisite HSBI Shareholder Approval required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or the issuance of shares contemplated thereby (as applicable). The board of directors of each of FBMS and HSBI shall use its commercially reasonable efforts to obtain from the shareholders of FBMS and HSBI, as the case may be, the Requisite FBMS Shareholder Approval, in the case of FBMS, and the Requisite HSBI Shareholder Approval, in the case of HSBI, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that they approve this Agreement and the transactions contemplated hereby, including, with respect to FBMS, the FBMS Common Stock Issuance. FBMS or HSBI shall adjourn or postpone the FBMS Meeting or the HSBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of FBMS Common Stock or the HSBI Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting FBMS or HSBI as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite FBMS Shareholder Approval or the Requisite HSBI Shareholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the FBMS Meeting and HSBI Meeting shall be convened, the FBMS Stock Issuance and this Agreement shall be submitted to the shareholders of FBMS, and this Agreement shall be submitted to the shareholders of HSBI, at the FBMS Meeting and HSBI Meeting, respectively, for the purpose of voting on the approval of such proposals and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either FBMS or HSBI of such obligation. FBMS and HSBI shall use their commercially reasonable efforts to cooperate to hold the FBMS Meeting and HSBI Meeting as soon as reasonably practicable (subject to applicable notice requirements) after the Registration Statement is declared effective, UBSH shall call a meeting of its shareholders and to set the same record date for each such meeting. (b) Except to the purpose of obtaining the UBSH Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereofextent HSBI has made an HSBI Subsequent Determination in accordance with Section 5.09, the “UBSH Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of UBSH shall (i) the board of directors of HSBI shall at all times prior to and during the HSBI Meeting recommend to UBSH’s shareholders the approval of this Agreement and the transactions contemplated hereby, hereby (including the Merger) by the shareholders of HSBI and any other matters required to be approved by HSBI’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “UBSH Board HSBI Recommendation”), ) and (ii) shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of FBMS or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the UBSH Board Recommendation HSBI Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Joint Proxy Statement, and (iii) solicit and use its reasonable best efforts to obtain the UBSH Requisite HSBI Shareholder Approval, HSBI will not adjourn or postpone the HSBI Meeting unless HSBI is advised by counsel that failure to do so would reasonably be expected to result in a breach of the fiduciary duties of the board of directors of HSBI. HSBI shall keep FBMS updated with respect to the proxy solicitation results in connection with the HSBI Meeting as reasonably requested by FBMS. (bc) As promptly as reasonably practicable after The board of directors of FBMS shall at all times prior to and during the date the Registration Statement is declared effective, XBKS shall call a meeting of its shareholders for the purpose of obtaining the XBKS Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable (such meeting and any adjournment or postponement thereof, the “XBKS Shareholders Meeting”). Subject to Section 5.5, the Board of Directors of XBKS shall (i) FBMS Meeting recommend to XBKS’s shareholders the approval of this Agreement and the transactions contemplated hereby, hereby (including the Merger and the FBMS Common Stock Issuance) by the shareholders of FBMS and any other matters required to be approved by FBMS’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “XBKS Board FBMS Recommendation”)) and shall not withhold, (ii) include withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the XBKS Board Recommendation in interests of HSBI or take any other action or make any other public statement inconsistent with such recommendation and the Joint Proxy Statement-Prospectus shall include such recommendation. In the event that there is present at such meeting, and (iii) solicit and use its reasonable best efforts in person or by proxy, sufficient favorable voting power to obtain secure the XBKS Shareholder Approval. (c) UBSH and XBKS shall use their reasonable best efforts to hold their respective shareholder meetings on the same day. (d) Promptly following the UBSH Shareholder Approval and the XBKS Requisite FBMS Shareholder Approval, UBSH, FBMS will not adjourn or postpone the FBMS Meeting. FBMS shall keep HSBI updated with respect to the proxy solicitation results in connection with the FBMS Meeting as the sole shareholder of Union Bank, and XBKS, as the sole shareholder of XBKS, each in such capacity, will approve the Bank Merger Agreement, whether at a meeting or reasonably requested by written consentHSBI.