Common use of Shareholders’ Approvals Clause in Contracts

Shareholders’ Approvals. Each of IBTX and TCBI shall call a meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common 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 TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.

Shareholders’ Approvals. Each of IBTX HRB and TCBI Xenith shall call a meeting of its shareholders (the “IBTX HRB Meeting” and the “TCBI Xenith Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Xenith Vote and the Requisite IBTX HRB Vote required in connection with this Agreement and the Merger and (b) Merger, the Requisite HRB Name Change Vote and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of HRB and Xenith shall use its reasonable best efforts to obtain from the shareholders of IBTX HRB and TCBIXenith, as applicablethe case may be, the Requisite IBTX Vote HRB Vote, in the case of HRB, and the Requisite TCBI Xenith Vote, as applicablein the case of Xenith, including including, except to the extent otherwise provided herein, by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, that they approve this Agreement and the Plan of Merger and the transactions contemplated hereby (in the case of IBTXXenith, the shareholders “Xenith Board Recommendation” and in the case of IBTX approve this Agreement (HRB, the “IBTX HRB Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withholdfail to make, withdraw, modify or qualify in a manner adverse to the other party or make any public statement inconsistent with, the IBTX Xenith Board Recommendation, in the case of IBTXXenith, or the TCBI HRB Board Recommendation, in the case of TCBI, HRB (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX Xenith or TCBIHRB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in its good faith business judgement that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX such Xenith Board Recommendation or the TCBI HRB Board Recommendation, as applicablethe case may be, to its shareholders (and, in the event such determination is made by the Board of Directors of Xenith in response to a Xenith Acquisition Proposal, the Xenith Board of Directors has taken into account the expected timing of, regulatory considerations related to and the form of consideration offered in such Xenith Acquisition Proposal), such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may submit this Agreement and the Plan of Merger to its shareholders without recommendation (although the resolutions approving adopting this Agreement and the Plan of Merger as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may shall communicate the basis for its lack of a recommendation Recommendation Change to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three five (35) 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 by the Board of Directors of Xenith in response to an a Xenith Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Xenith Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in its good faith business judgment that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Xenith Board Recommendation or TCBI HRB Board Recommendation, as the case may be. Any material amendment to any Xenith Acquisition Proposal will be deemed to be a new Xenith Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3; provided that such notice period shall be three (3) business days. IBTX HRB or TCBI shall Xenith may adjourn or postpone the IBTX HRB Meeting or the TCBI Xenith Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX HRB Common Stock or TCBI Xenith Common 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 TCBI Xenith or IBTXHRB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Xenith Vote or the Requisite IBTX HRB Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX HRB Meeting and Xenith Meeting shall be convened and this Agreement and the Plan of Merger shall be submitted to the shareholders of IBTX each of HRB and Xenith at the IBTX HRB Meeting and (y) the TCBI Meeting shall be convened and Xenith Meeting, respectively, for the purpose of voting on the approval of this Agreement shall be submitted to and the shareholders Plan of TCBI at Merger and the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX HRB or TCBI Xenith of such obligation.

Shareholders’ Approvals. Each of IBTX BB&T and TCBI SunTrust shall call a meeting of its shareholders (the “IBTX BB&T Meeting” and the “TCBI SunTrust Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI SunTrust Vote and the Requisite IBTX BB&T Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI SunTrust and IBTX BB&T shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX BB&T and TCBI SunTrust and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX BB&T and TCBISunTrust, as applicable, the Requisite IBTX BB&T Vote and the Requisite TCBI SunTrust Vote, as applicable, including by communicating to the respective shareholders of IBTX BB&T and TCBI SunTrust its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXBB&T, the shareholders of IBTX BB&T approve this Agreement (the “IBTX BB&T Board Recommendation”), and in the case of TCBISunTrust, that the shareholders of TCBI SunTrust approve this Agreement (the “TCBI SunTrust Board Recommendation”), IBTX BB&T and each of IBTX BB&T and TCBI SunTrust and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, (ii) fail to make the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX BB&T Meeting or the TCBI SunTrust Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX BB&T or TCBISunTrust, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BB&T Board Recommendation or the TCBI SunTrust Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXBB&T, prior to the receipt of the Requisite IBTX BB&T Vote, and in the case of TCBISunTrust, prior to the receipt of the Requisite TCBI SunTrust Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BB&T Board Recommendation or TCBI SunTrust Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX BB&T or TCBI SunTrust shall adjourn or postpone the IBTX BB&T Meeting or the TCBI SunTrust Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX BB&T Common Stock or TCBI SunTrust Common 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 TCBI SunTrust or IBTXBB&T, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI SunTrust Vote or the Requisite IBTX BB&T Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX BB&T Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX BB&T at the IBTX BB&T Meeting and (y) the TCBI SunTrust Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI SunTrust at the TCBI SunTrust Meeting, and nothing contained herein shall be deemed to relieve either IBTX BB&T or TCBI SunTrust of such obligation.

Shareholders’ Approvals. Each of IBTX Allegiance and TCBI CBTX shall call a meeting of its shareholders (the “IBTX Allegiance Meeting” and the “TCBI CBTX Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Allegiance Vote and the Requisite IBTX CBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Allegiance and IBTX CBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX Allegiance and TCBI CBTX and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX Allegiance and TCBICBTX, as applicable, the Requisite IBTX Allegiance Vote and the Requisite TCBI CBTX Vote, as applicable, including by communicating to the respective shareholders of IBTX Allegiance and TCBI CBTX its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXAllegiance, the shareholders of IBTX Allegiance approve this Agreement (the “IBTX Allegiance Board Recommendation”), and in the case of TCBICBTX, that the shareholders of TCBI CBTX approve this Agreement (the “TCBI CBTX Board Recommendation”), IBTX and each of IBTX Allegiance and TCBI CBTX and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBI, CBTX; (ii) fail to make the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBICBTX, in the Joint Proxy Statement, ; (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, ; (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBICBTX, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Allegiance Meeting or the TCBI CBTX Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, ; or (v) 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 IBTX Allegiance or TCBICBTX, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Allegiance Board Recommendation or the TCBI CBTX Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXAllegiance, prior to the receipt of the Requisite IBTX Allegiance Vote, and in the case of TCBICBTX, prior to the receipt of the Requisite TCBI CBTX Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three four (34) 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Allegiance Board Recommendation or TCBI CBTX Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Allegiance or TCBI CBTX shall adjourn or postpone the IBTX Allegiance Meeting or the TCBI CBTX Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Allegiance Common Stock or TCBI CBTX Common 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 TCBI CBTX or IBTXAllegiance, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI CBTX Vote or the Requisite IBTX Allegiance Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI CBTX or IBTXAllegiance, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI CBTX Vote or the Requisite IBTX Allegiance Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Allegiance Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX Allegiance at the IBTX Allegiance Meeting and (y) the TCBI CBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI CBTX at the TCBI CBTX Meeting, and nothing contained herein shall be deemed to relieve either IBTX Allegiance or TCBI CBTX of such obligation.

Shareholders’ Approvals. Each of IBTX Yadkin and TCBI NewBridge shall call a meeting of its shareholders (the “IBTX Yadkin Meeting” and the “TCBI NewBridge Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI NewBridge Vote and the Requisite IBTX Yadkin Vote required in connection with this Agreement and the Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or otherwise approve the transactions contemplated therebyhereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of Yadkin and NewBridge shall use its reasonable best efforts to obtain from the shareholders of IBTX Yadkin and TCBINewBridge, as applicablethe case may be, the Requisite IBTX Vote Yadkin Vote, in the case of Yadkin, and the Requisite TCBI NewBridge Vote, as applicablein the case of NewBridge, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat they approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, NewBridge and (ii) the shareholders issuance of IBTX approve this Agreement (shares of Yadkin Common Stock in connection with the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationMerger, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)Yadkin. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX NewBridge or TCBIYadkin, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party 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 by the Board of Directors of NewBridge in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Yadkin or TCBI NewBridge shall adjourn or postpone the IBTX Yadkin Meeting or the TCBI NewBridge Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Yadkin Common Stock or TCBI NewBridge Common 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 TCBI NewBridge or IBTXYadkin, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI NewBridge Vote or the Requisite IBTX Yadkin Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Yadkin Meeting and NewBridge Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Yadkin and NewBridge at the IBTX Yadkin Meeting and (y) the TCBI Meeting shall be convened and NewBridge Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders issuance of TCBI at shares of Yadkin Common Stock in connection with the TCBI MeetingMerger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Yadkin or TCBI NewBridge of such obligation.

Shareholders’ Approvals. Each of IBTX BancorpSouth and TCBI Cadence shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX BancorpSouth Meeting” and the “TCBI Cadence Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 Joint Proxy Statement is declared effectivefiled by BancorpSouth with the FDIC and Joint Proxy Statement is filed by Cadence with the SEC, for the purpose of obtaining (a) the Requisite TCBI BancorpSouth Vote and the Requisite IBTX Vote Cadence Vote, respectively, required in connection with this Agreement and the Merger Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Cadence and IBTX BancorpSouth shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and at the same time, and to set the same record date for each such meeting. Each of IBTX BancorpSouth and TCBI Cadence and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX BancorpSouth and TCBICadence, as applicablerespectively, the Requisite IBTX BancorpSouth Vote and the Requisite TCBI Cadence Vote, as applicablerespectively, including by communicating to the respective shareholders of IBTX BancorpSouth and TCBI Cadence its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXBancorpSouth, the shareholders of IBTX BancorpSouth approve this Agreement (the “IBTX BancorpSouth Board Recommendation”), and in the case of TCBICadence, that the shareholders of TCBI Cadence approve this Agreement (the “TCBI Cadence Board Recommendation”), IBTX BancorpSouth and each of IBTX BancorpSouth and TCBI Cadence and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, (ii) fail to make the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal Proposal, or (B) reaffirm the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX BancorpSouth Meeting or the TCBI Cadence Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX BancorpSouth or TCBICadence, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BancorpSouth Board Recommendation or the TCBI Cadence Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXBancorpSouth, prior to the receipt of the Requisite IBTX BancorpSouth Vote, and in the case of TCBICadence, prior to the receipt of the Requisite TCBI Cadence Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) ), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BancorpSouth Board Recommendation or TCBI Cadence Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.4 and will require a new notice period as referred to in this Section 6.36.4. IBTX BancorpSouth or TCBI Cadence shall adjourn or postpone the IBTX BancorpSouth Meeting or the TCBI Cadence Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX BancorpSouth Common Stock or TCBI Cadence Common 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 TCBI Cadence or IBTXBancorpSouth, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Cadence Vote or the Requisite IBTX BancorpSouth Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI Cadence or IBTXBancorpSouth, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Cadence Vote or the Requisite IBTX BancorpSouth Vote, respectively. Notwithstanding anything to the contrary hereinin this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX BancorpSouth Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX BancorpSouth at the IBTX Meeting BancorpSouth Meeting, and (y) the TCBI Cadence Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI Cadence at the TCBI Cadence Meeting, and nothing contained herein in this Agreement shall be deemed to relieve either IBTX BancorpSouth or TCBI Cadence of such obligation.

Shareholders’ Approvals. Each of IBTX First Horizon and TCBI IBKC shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX First Horizon Meeting” and the “TCBI IBKC Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI First Horizon Vote and the Requisite IBTX Vote IBKC Vote, respectively, required in connection with this Agreement and the Merger Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI IBKC and IBTX First Horizon shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and at the same time, and to set the same record date for each such meeting. Each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX First Horizon and TCBIIBKC, as applicablerespectively, the Requisite IBTX First Horizon Vote and the Requisite TCBI IBKC Vote, as applicablerespectively, including by communicating to the respective shareholders of IBTX First Horizon and TCBI IBKC its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXFirst Horizon, the shareholders of IBTX First Horizon approve this Agreement and the First Horizon Charter Amendment (the “IBTX First Horizon Board Recommendation”), and in the case of TCBIIBKC, that the shareholders of TCBI IBKC approve this Agreement (the “TCBI IBKC Board Recommendation”), IBTX First Horizon and each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, (ii) fail to make the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal Proposal, or (B) reaffirm the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX First Horizon or TCBIIBKC, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or the TCBI IBKC Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXFirst Horizon, prior to the receipt of the Requisite IBTX First Horizon Vote, and in the case of TCBIIBKC, prior to the receipt of the Requisite TCBI IBKC Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) ), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or TCBI IBKC Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX First Horizon or TCBI IBKC shall adjourn or postpone the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX First Horizon Common Stock or TCBI IBKC Common 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 TCBI IBKC or IBTXFirst Horizon, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI IBKC or IBTXFirst Horizon, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, respectively. Notwithstanding anything to the contrary hereinin this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX First Horizon Meeting shall be convened and this Agreement and the First Horizon Charter Amendment shall be submitted to the shareholders of First Horizon at the First Horizon Meeting, and (y) the IBKC Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX IBKC at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI IBKC Meeting, and nothing contained herein in this Agreement shall be deemed to relieve either IBTX First Horizon or TCBI IBKC of such obligation.

Shareholders’ Approvals. Each of IBTX First Horizon and TCBI IBKC shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX First Horizon Meeting” and the “TCBI IBKC Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI First Horizon Vote and the Requisite IBTX Vote IBKC Vote, respectively, required in connection with this Agreement and the Merger Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI IBKC and IBTX First Horizon shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and at the same time, and to set the same record date for each such meeting. Each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX First Horizon and TCBIIBKC, as applicablerespectively, the Requisite IBTX First Horizon Vote and the Requisite TCBI IBKC Vote, as applicablerespectively, including by communicating to the respective shareholders of IBTX First Horizon and TCBI IBKC its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXFirst Horizon, the shareholders of IBTX First Horizon approve this Agreement and the First Horizon Charter Amendment (the “IBTX First Horizon Board Recommendation”), and in the case of TCBIIBKC, that the shareholders of TCBI IBKC approve this Agreement (the “TCBI IBKC Board Recommendation”), IBTX First Horizon and each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, (ii) fail to make the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal Proposal, or (B) reaffirm the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as -61- applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) 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 IBTX First Horizon or TCBIIBKC, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or the TCBI IBKC Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXFirst Horizon, prior to the receipt of the Requisite IBTX First Horizon Vote, and in the case of TCBIIBKC, prior to the receipt of the Requisite TCBI IBKC Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) ), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or TCBI IBKC Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX First Horizon or TCBI IBKC shall adjourn or postpone the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX First Horizon Common Stock or TCBI IBKC Common 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 TCBI IBKC or IBTXFirst Horizon, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI IBKC or IBTXFirst Horizon, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, respectively. Notwithstanding anything to the contrary hereinin this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX First Horizon Meeting shall be convened and this Agreement and the First Horizon Charter Amendment shall be submitted to the shareholders of First Horizon at the First Horizon Meeting, and (y) the IBKC Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX IBKC at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI IBKC Meeting, and nothing contained herein in this Agreement shall be deemed to relieve either IBTX First Horizon or TCBI IBKC of such obligation.

Shareholders’ Approvals. Each of IBTX and TCBI (a) The Company shall call cause a meeting of its shareholders (the “IBTX Company Meeting” and the “TCBI Meeting,” respectively”) to be duly called and held as soon as reasonably practicable (but in no event later than 40 days) after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Company Vote required in connection with this Agreement and the Merger First Merger, (b) the affirmative vote (on an advisory, non-binding basis) of the shareholders of the Company on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement and (bc) if so desired and mutually agreedagreed by Purchaser, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Subject to Section 6.4(b), the Company and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Company the Requisite IBTX Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI the Company its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, that the shareholders of IBTX the Company approve this Agreement and the transactions contemplated hereby (the “IBTX Company Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Company and its Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Purchaser the other party the IBTX Company Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Company Board Recommendation, Recommendation in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Company Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case Recommendation within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Company Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party Purchaser to do so, so or (v) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through (v) a “Recommendation Change”). However) or (vi) execute or enter into any letter of intent, subject to Section 8.1 and Section 8.2memorandum of understanding, if the Board of Directors of IBTX agreement in principle, merger agreement, acquisition agreement or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely other similar agreement (other than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis an Acceptable Confidentiality Agreement) providing for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common 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 TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.

Shareholders’ Approvals. Each of IBTX Purchaser and TCBI shall call Company shall, in accordance with applicable laws, Purchaser Articles, Purchaser Bylaws, the Company Articles and the Company Bylaws, as applicable, call, give notice of and convene a meeting of its shareholders (the “IBTX Purchaser Meeting” and the “TCBI Company Meeting,” respectively) ”), to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) in the case of Purchaser, the Requisite TCBI Purchaser Vote and and, in the case of Company, the Requisite IBTX Company Vote required in connection with this Agreement and the Merger and and, (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with to approve a merger. Such meetings may be held virtually, subject to applicable law and the approval organizational documents of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same dateparty. Each of IBTX Purchaser and TCBI Company and their respective Boards Board of Directors shall use its their reasonable best efforts to obtain from the shareholders of IBTX Purchaser and TCBICompany, as applicable, the Requisite IBTX Purchaser Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective shareholders of IBTX Purchaser and TCBI Company its recommendation (and including such recommendation in the Joint Proxy StatementStatement/ Prospectus) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI Purchaser and shareholders of Company, as applicable, adopt and approve this Agreement (and the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Purchaser or TCBICompany, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors maymay (but shall not be required to), in the case of IBTXPurchaser, prior to the receipt of the Requisite IBTX Purchaser Vote, and and, in the case of TCBICompany, prior to the receipt of the Requisite TCBI Company Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three five (35) 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 by the Board of Directors of Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or describe in reasonable detail such other event or circumstancescorrespondence) and (Bii) at the end of such notice period, such Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common 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 TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.its

Shareholders’ Approvals. (a) Each of SouthState and IBTX and TCBI shall call a meeting of its shareholders (the “IBTX SouthState Meeting” and the “TCBI IBTX Meeting,” ”, respectively, and such meetings together, the “Meetings”) to be held as soon as reasonably practicable after the S-4 is declared effective (but in no event later than 40 days after the S-4 is declared effective), for the purpose of obtaining (a) in the case of SouthState, the Requisite TCBI Vote and SouthState Vote, and, in the case of IBTX, the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreedagreed by SouthState and IBTX, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each . Each of TCBI SouthState and IBTX shall use its reasonable best efforts to cause such meetings Meetings to occur as soon as reasonably practicable and on the same date. Each Subject to Section 6.4(b), each of SouthState and IBTX and TCBI and their its respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX SouthState and TCBIIBTX, as applicable, the Requisite IBTX SouthState Vote and the Requisite TCBI IBTX Vote, as applicable, including by communicating to the respective shareholders of SouthState and IBTX and TCBI its respective recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of SouthState, the shareholders of SouthState approve this Agreement and the transactions contemplated hereby (the “SouthState Board Recommendation”), and, in the case of IBTX, the shareholders of IBTX approve this Agreement and the transactions contemplated hereby (the “IBTX Board Recommendation”), . Each of SouthState and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX SouthState Board Recommendation, in the case of IBTXSouthState, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or (ii) fail to make the TCBI SouthState Board Recommendation, in the case of TCBISouthState, or the IBTX Board Recommendation, in the case of IBTX, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the SouthState Board Recommendation, in the case of SouthState, or the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days 10 Business Days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI applicable Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through (v), a “Recommendation Change”). However) or (vi) execute or enter into any letter of intent, subject to Section 8.1 and Section 8.2memorandum of understanding, if the Board of Directors of IBTX agreement in principle, merger agreement, acquisition agreement or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely other similar agreement (other than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis an Acceptable Confidentiality Agreement) providing for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party 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 and the identity of the third party in any such Proposal (an “Alternative Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common 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 TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentenceAgreement”), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.