Common use of Shareholders’ Approvals Clause in Contracts

Shareholders’ Approvals. Each of Green and Patriot shall call a meeting of its shareholders (the “Green Meeting” and the “Patriot Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Patriot Vote and the Requisite Green Vote required in connection with this Agreement and the Merger and, 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, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of Green and Patriot shall use its reasonable best efforts to obtain from the shareholders of Green and Patriot, as the case may be, the Requisite Green Vote, in the case of Green, and the Requisite Patriot Vote, in the case of Patriot, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot or Green, 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 inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors 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shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement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, that the Board of Directors may not take any actions under this sentence unless (i) it 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 Patriot in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) 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 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 be inconsistent with its fiduciary duties under applicable law to continue to recommend 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. Green or Patriot shall adjourn or postpone the Green Meeting or the Patriot Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green Common Stock or Patriot 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 Patriot or Green, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot Vote or the Requisite Green Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green Meeting and Patriot Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green and Patriot at the Green Meeting and the Patriot Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green or Patriot of such obligation.

Shareholders’ Approvals. Each of Green First Financial and Patriot MainSource shall call a meeting of its shareholders (the “Green First Financial Meeting” and the “Patriot MainSource Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Patriot MainSource Vote and the Requisite Green First Financial Vote required in connection with this Agreement and the Merger and, 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, and each shall use its reasonable best efforts to cause such meetings to occur on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, and on to set the same daterecord date for each such meeting. The Board of Directors of each of Green First Financial and Patriot MainSource shall use its reasonable best efforts to obtain from the shareholders of Green First Financial and PatriotMainSource, as the case may be, the Requisite Green First Financial Vote, in the case of GreenFirst Financial, and the Requisite Patriot MainSource Vote, in the case of PatriotMainSource, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot MainSource or GreenFirst Financial, 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 inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors 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 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, that the Board of Directors may not take any actions under this sentence unless (i) it gives the other party at least three seven (37) business calendar 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 Patriot MainSource in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party 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 (ii) 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 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 be inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend 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. Green First Financial or Patriot MainSource shall adjourn or postpone the Green First Financial Meeting or the Patriot MainSource Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green First Financial Common Stock or Patriot MainSource 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 Patriot MainSource or GreenFirst Financial, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot MainSource Vote or the Requisite Green First Financial Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green First Financial Meeting and Patriot MainSource Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green First Financial and Patriot MainSource at the Green First Financial Meeting and the Patriot MainSource Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green First Financial or Patriot MainSource of such obligation.

Shareholders’ Approvals. Each of Green First Financial and Patriot MainSource shall call a meeting of its shareholders (the “Green First Financial Meeting” and the “Patriot MainSource Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Patriot MainSource Vote and the Requisite Green First Financial Vote required in connection with this Agreement and the Merger and, 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, and each shall use its reasonable best efforts to cause such meetings to occur on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, and on to set the same daterecord date for each such meeting. The Board of Directors of each of Green First Financial and Patriot MainSource shall use its reasonable best efforts to obtain from the shareholders of Green First Financial and PatriotMainSource, as the case may be, the Requisite Green First Financial Vote, in the case of GreenFirst Financial, and the Requisite Patriot MainSource Vote, in the case of PatriotMainSource, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot MainSource or GreenFirst Financial, 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 inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors 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 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; law; provided, that the Board of Directors may not take any actions under this sentence unless (i) it gives the other party at least three seven (37) business calendar 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 Patriot MainSource in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party 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 (ii) 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 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 be inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend 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. Green First Financial or Patriot MainSource shall adjourn or postpone the Green First Financial Meeting or the Patriot MainSource Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green First Financial Common Stock or Patriot MainSource 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 Patriot MainSource or GreenFirst Financial, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot MainSource Vote or the Requisite Green First Financial Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated inthe Requisite First Financial Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with TABLE OF CONTENTS its terms, each of the Green First Financial Meeting and Patriot MainSource Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green First Financial and Patriot MainSource at the Green First Financial Meeting and the Patriot MainSource Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green First Financial or Patriot MainSource of such obligation.

Shareholders’ Approvals. Each Company shall, in accordance with applicable laws, the Company Articles and the Company Bylaws, call, give notice of Green and Patriot shall call convene a meeting of its shareholders (the “Green Meeting” and the “Patriot Company Meeting,” respectively”) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Patriot Vote and the Requisite Green Company Vote required in connection with this Agreement and the Merger and, 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 approve a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datemerger. The Board of Directors of each of Green and Patriot Company shall use its reasonable best efforts to obtain from the shareholders of Green and Patriot, as the case may be, Company the Requisite Green Company Vote, in the case of Green, and the Requisite Patriot Vote, in the case of Patriot, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot or GreenCompany, 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 inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such the Board of Directors of the Company may (but shall not be required to) ), prior to the receipt of the Requisite 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 the Board of Directors of the Company 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 the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the other party Purchaser 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 Patriot Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party 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 (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the other party Purchaser and after 000-0000-0000/10/AMERICAS receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be inconsistent with reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend 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. Green or Patriot Company shall adjourn or postpone the Green Meeting or the Patriot Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of Green Company Common Stock or Patriot 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 Patriot or Green, as applicable, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot Vote or Company Vote, and subject to the terms and conditions of this Agreement, Company shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite Green Company Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green Meeting and Patriot Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green and Patriot Company at the Green Company Meeting and the Patriot Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green or Patriot Company of such obligation.

Shareholders’ Approvals. Each of Green Heritage and Patriot Washington Banking shall call a meeting of its shareholders (the “Green Heritage Meeting” and the “Patriot Washington Banking Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of (i) obtaining the Requisite Patriot Heritage Vote and the Requisite Green Washington Banking Vote required in connection with this Agreement and the Merger andMerger, (ii) conducting, in the case of the Washington Banking Meeting, a non-binding advisory shareholder vote with respect to executive compensation as required by Rule 14a-21(c) under the Exchange Act, and (iii) in the case of the Heritage Meeting, if so determined by Heritage, the requisite approval of the shareholders of Heritage with respect to an amendment to the Heritage 2010 Omnibus Equity Plan to increase the number of shares of Heritage Common Stock authorized for grant and the individual award limitations under such plan (the “Heritage Stock Plan Amendment”), 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 approve a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of Green Heritage and Patriot Washington Banking shall use its reasonable best efforts to obtain from the shareholders of Green Heritage and PatriotWashington Banking, as the case may be, the Requisite Green Heritage Vote, and, if applicable, the requisite approval of the shareholders of Heritage with respect to the Heritage Stock Plan Amendment, in the case of Heritage, and the Requisite Washington Banking Vote, in the case of Green, and the Requisite Patriot Vote, in the case of PatriotWashington Banking, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot Washington Banking or GreenHeritage, 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 inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors 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 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, that the Board of Directors may not take any actions under this sentence unless (i) it 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 Patriot in response to an Acquisition ProposalProposal (as defined in Section 6.12(a)), the latest material terms and conditions of, and the identity of the third party making, in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) 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 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 be inconsistent with its fiduciary duties under applicable law to continue to recommend 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. Green Heritage or Patriot Washington Banking shall adjourn or postpone the Green Heritage Meeting or the Patriot Washington Banking Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green Heritage Common Stock or Patriot Washington Banking 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 Patriot or Green, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot Vote or the Requisite Green Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green Heritage Meeting and Patriot Washington Banking Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green Heritage and Patriot Washington Banking at the Green Heritage Meeting and the Patriot Washington Banking Meeting, respectively, for the purpose of voting on the adoption approval of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green Heritage or Patriot Washington Banking of such obligation.

Shareholders’ Approvals. (a) Each of Green Umpqua and Patriot Sterling shall call a meeting take all action necessary in accordance with applicable Law and their respective articles of its shareholders (the “Green Meeting” and the “Patriot Meeting,” respectively) incorporation, bylaws or similar organizational documents to be held duly call, give notice of, convene and, as soon as reasonably practicable after the S-4 is declared effective effective, hold a meeting of its shareholders or, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Patriot Vote Umpqua Vote, in the case of Umpqua, and the Requisite Green Vote required Sterling Vote, in connection with this Agreement the case of Sterling (each such meeting or any adjournment or postponement thereof, the “Umpqua Meeting” and the Merger and“Sterling Meeting”, andrespectively) but subject to Section 6.3(d). Except in the case of a Change in Board Recommendation by such party expressly permitted by this Section 6.3(a), 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 agreementUmpqua shall solicit, and each shall use its reasonable best efforts to cause such meetings obtain, the Requisite Umpqua Vote at the Umpqua Meeting and Sterling shall solicit, and use its reasonable best efforts to occur obtain, the Requisite Sterling Vote at the Sterling Meeting. Except as soon as reasonably practicable expressly provided in this Section 6.3(a), the Board of Directors of Umpqua and on Sterling shall (i) recommend to its respective shareholders the same dateadoption and approval of this Agreement and the transactions contemplated herein (including, in the case of Umpqua, the Articles Amendment) (the “Board Recommendation”), (ii) include the Board Recommendation in the Joint Proxy Statement and (iii) not approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. The Notwithstanding the foregoing, the Board of Directors of each of Green Umpqua and Patriot Sterling shall use its reasonable best efforts be permitted (x) not to obtain from recommend to their respective shareholders that they give the shareholders of Green and PatriotRequisite Umpqua Vote or the Requisite Sterling Vote, as the case may be, (y) not to include the Requisite Green Vote, in the case of Green, and the Requisite Patriot Vote, in the case of Patriot, including by communicating to its respective shareholders its recommendation (and including such recommendation Board Recommendation in the Joint Proxy StatementStatement and/or (z) that they adopt to otherwise withdraw or modify in a manner adverse to the other party the Board Recommendation (the actions described in clauses (x), (y) and approve (i) this Agreement and the transactions contemplated herebyz), each a “Change in Board Recommendation”), in the each case of Patriotin response to (1) a material event, fact, circumstance, development or occurrence which is unknown and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject not reasonably foreseeable to Section 8.1 and Section 8.2, if or by the Board of Directors of Patriot such party as of the date hereof (and does not relate to a Superior Proposal, which is addressed in the following clause (2)), but becomes known to or Greenby the Board of Directors of such party prior to obtaining the Requisite Sterling Vote or Requisite Umpqua Vote, as applicable (an “Intervening Business Event”) or (2) the receipt of an unsolicited bona fide Acquisition Proposal which the Board of Directors of such party determines in its good faith judgment, after receiving the advice of its outside counsel andlegal counsel, with respect to financial mattersis a Superior Proposal (a “Superior Proposal Event”), its financial advisorsin each case, if and only if, the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, that it failure to take such action would be inconsistent with its fiduciary duties under applicable law Law. Prior to continue Umpqua or Sterling, as the case may be, making a Change in Board Recommendation, (i) in the case of a Change in Board Recommendation in connection with an Intervening Business Event, (A) three business days shall have elapsed following delivery by such party to recommend the other party of written notice advising the other party that such party’s Board of Directors intends to resolve to effect a Change in Board Recommendation and (B) the other party shall not have proposed adjustments to the terms and conditions hereof during such three (3) business day period (during which period the party delivering notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments) that, in the opinion of the Board of Directors of the party proposing to effect a Change in Board Recommendation, obviate the need for such Change in Board Recommendation, and (ii) in the case of a Change in Board Recommendation in connection with a Superior Proposal Event, (A) three (3) business days (subject to extension as set forth below in this sentence) shall have elapsed following delivery by such party to the other party of written notice advising the other party that such party’s Board of Directors intends to resolve to effect a Change in Board Recommendation absent modification of the terms and conditions of this Agreement, then which notice shall specify the identity of the person making such Superior Proposal and the material terms and conditions thereof and include a copy of the relevant proposed transaction agreements with the person making such Superior Proposal and all other material documents provided by such person relating thereto, (B) assuming this Agreement was amended to reflect all adjustments to the terms and conditions hereof proposed by the other party to this Agreement during such three (3) business day period (during which period the party delivering the notice of its intention to effect a Change in submitting Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments), such Acquisition Proposal nonetheless continues, in the good faith judgment, after receiving the advice of outside legal counsel, of the Board of Directors of the party proposing to make a Change in Board Recommendation, to constitute a Superior Proposal and (C) the party delivering the notice of its intention to effect a Change in Board Recommendation shall have complied to date with its obligations set forth in this Section 6.3(a) and Section 6.11; provided, however, that following any material revision to such Superior Proposal, such party shall be required to deliver a new written notice to the other party in accordance with this sentence and to again comply with the requirements of this sentence. Notwithstanding anything to the contrary in this Agreement, (1) nothing in this Agreement shall be interpreted to excuse either party and its Board of Directors from complying with its obligation to submit this Agreement to its shareholdersshareholders at the Umpqua Meeting or Sterling Meeting, such as the case may be, or from complying with the obligations set forth in Section 6.3(d), and (2) neither party shall submit to the vote of its shareholders any Acquisition Proposal or Alternative Transaction other than the Merger. Without limiting the foregoing, if the Board of Directors of Umpqua or Sterling has effected a Change in Board Recommendation as expressly permitted by this Section 6.3(a), then the Board of Directors of such party may (but shall not be required to) submit this Agreement to its shareholders without recommendation the Board Recommendation (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 such party may communicate the basis for its lack of a recommendation Change in Recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors may not take any actions under this sentence unless (i) it 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 Patriot in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) 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 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 be inconsistent with its fiduciary duties under applicable law to continue to recommend 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. Green or Patriot shall adjourn or postpone the Green Meeting or the Patriot Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green Common Stock or Patriot 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 Patriot or Green, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot Vote or the Requisite Green Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green Meeting and Patriot Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green and Patriot at the Green Meeting and the Patriot Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green or Patriot of such obligationthereto.

Shareholders’ Approvals. (a) Each of Green Umpqua and Patriot Sterling shall call a meeting take all action necessary in accordance with applicable Law and their respective articles of its shareholders (the “Green Meeting” and the “Patriot Meeting,” respectively) incorporation, bylaws or similar organizational documents to be held duly call, give notice of, convene and, as soon as reasonably practicable after the S-4 is declared effective effective, hold a meeting of its shareholders or, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Patriot Vote Umpqua Vote, in the case of Umpqua, and the Requisite Green Vote required Sterling Vote, in connection with this Agreement the case of Sterling (each such meeting or any adjournment or postponement thereof, the "Umpqua Meeting" and the Merger and"Sterling Meeting", andrespectively) but subject to Section 6.3(d). Except in the case of a Change in Board Recommendation by such party expressly permitted by this Section 6.3(a), 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 agreementUmpqua shall solicit, and each shall use its reasonable best efforts to cause such meetings obtain, the Requisite Umpqua Vote at the Umpqua Meeting and Sterling shall solicit, and use its reasonable best efforts to occur obtain, the Requisite Sterling Vote at the Sterling Meeting. Except as soon as reasonably practicable expressly provided in this Section 6.3(a), the Board of Directors of Umpqua and on Sterling shall (i) recommend to its respective shareholders the same dateadoption and approval of this Agreement and the transactions contemplated herein (including, in the case of Umpqua, the Articles Amendment) (the "Board Recommendation"), (ii) include the Board Recommendation in the Joint Proxy Statement and (iii) not approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. The Notwithstanding the foregoing, the Board of Directors of each of Green Umpqua and Patriot Sterling shall use its reasonable best efforts be permitted (x) not to obtain from recommend to their respective shareholders that they give the shareholders of Green and PatriotRequisite Umpqua Vote or the Requisite Sterling Vote, as the case may be, (y) not to include the Requisite Green Vote, in the case of Green, and the Requisite Patriot Vote, in the case of Patriot, including by communicating to its respective shareholders its recommendation (and including such recommendation Board Recommendation in the Joint Proxy StatementStatement and/or (z) that they adopt to otherwise withdraw or modify in a manner adverse to the other party the Board Recommendation (the actions described in clauses (x), (y) and approve (i) this Agreement and the transactions contemplated herebyz), each a "Change in Board Recommendation"), in the each case of Patriotin response to (1) a material event, fact, circumstance, development or occurrence which is unknown and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject not reasonably foreseeable to Section 8.1 and Section 8.2, if or by the Board of Directors of Patriot such party as of the date hereof (and does not relate to a Superior Proposal, which is addressed in the following clause (2)), but becomes known to or Greenby the Board of Directors of such party prior to obtaining the Requisite Sterling Vote or Requisite Umpqua Vote, as applicable (an "Intervening Business Event") or (2) the receipt of an unsolicited bona fide Acquisition Proposal which the Board of Directors of such party determines in its good faith judgment, after receiving the advice of its outside counsel andlegal counsel, with respect to financial mattersis a Superior Proposal (a "Superior Proposal Event"), its financial advisorsin each case, if and only if, the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, that it failure to take such action would be inconsistent with its fiduciary duties under applicable law Law. Prior to continue Umpqua or Sterling, as the case may be, making a Change in Board Recommendation, (i) in the case of a Change in Board Recommendation in connection with an Intervening Business Event, (A) three business days shall have elapsed following delivery by such party to recommend the other party of written notice advising the other party that such party's Board of Directors intends to resolve to effect a Change in Board Recommendation and (B) the other party shall not have proposed adjustments to the terms and conditions hereof during such three (3) business day period (during which period the party delivering notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments) that, in the opinion of the Board of Directors of the party proposing to effect a Change in Board Recommendation, obviate the need for such Change in Board Recommendation, and (ii) in the case of a Change in Board Recommendation in connection with a Superior Proposal Event, (A) three (3) business days (subject to extension as set forth below in this sentence) shall have elapsed following delivery by such party to the other party of written notice advising the other party that such party's Board of Directors intends to resolve to effect a Change in Board Recommendation absent modification of the terms and conditions of this Agreement, then which notice shall specify the identity of the person making such Superior Proposal and the material terms and conditions thereof and include a copy of the relevant proposed transaction agreements with the person making such Superior Proposal and all other material documents provided by such person relating thereto, (B) assuming this Agreement was amended to reflect all adjustments to the terms and conditions hereof proposed by the other party to this Agreement during such three (3) business day period (during which period the party delivering the notice of its intention to effect a Change in submitting Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments), such Acquisition Proposal nonetheless continues, in the good faith judgment, after receiving the advice of outside legal counsel, of the Board of Directors of the party proposing to make a Change in Board Recommendation, to constitute a Superior Proposal and (C) the party delivering the notice of its intention to effect a Change in Board Recommendation shall have complied to date with its obligations set forth in this Section 6.3(a) and Section 6.11; provided, however, that following any material revision to such Superior Proposal, such party shall be required to deliver a new written notice to the other party in accordance with this sentence and to again comply with the requirements of this sentence. Notwithstanding anything to the contrary in this Agreement, (1) nothing in this Agreement shall be interpreted to excuse either party and its Board of Directors from complying with its obligation to submit this Agreement to its shareholdersshareholders at the Umpqua Meeting or Sterling Meeting, such as the case may be, or from complying with the obligations set forth in Section 6.3(d), and (2) neither party shall submit to the vote of its shareholders any Acquisition Proposal or Alternative Transaction other than the Merger. Without limiting the foregoing, if the Board of Directors of Umpqua or Sterling has effected a Change in Board Recommendation as expressly permitted by this Section 6.3(a), then the Board of Directors of such party may (but shall not be required to) submit this Agreement to its shareholders without recommendation the Board Recommendation (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 such party may communicate the basis for its lack of a recommendation Change in Recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors may not take any actions under this sentence unless (i) it 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 Patriot in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) 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 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 be inconsistent with its fiduciary duties under applicable law to continue to recommend 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. Green or Patriot shall adjourn or postpone the Green Meeting or the Patriot Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Green Common Stock or Patriot 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 Patriot or Green, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Patriot Vote or the Requisite Green Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Green Meeting and Patriot Meeting shall be convened and this Agreement shall be submitted to the shareholders of each of Green and Patriot at the Green Meeting and the Patriot Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the issuance of the shares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either Green or Patriot of such obligationthereto.