Vote on the Merger. The undersigned agrees to vote all shares of Company Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement and the transactions contemplated thereby, unless Nicolet is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Company Common Stock over which the undersigned has or shares voting power solely in a fiduciary capacity on behalf of any person, if the undersigned determines, in good faith after consultation with legal counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of Target Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless Purchaser is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Target Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than Target, if the undersigned determines, in good faith after consultation and upon receipt of a written opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of Neighbors Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless SBKC is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Neighbors Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than Neighbors, if the undersigned determines, in good faith after consultation and receipt of an opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of WGNB Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless First Xxxxxxxx is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of WGNB Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than WGNB, if the undersigned determines, in good faith after consultation and receipt of an opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of Cardinal Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless Yadkin Valley is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Cardinal Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than Cardinal, if the undersigned determines, in good faith after consultation and upon receipt of a written opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of Baylake Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless Nicolet is then in Breach or Default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Baylake Common Stock over which he, she or it has or shares voting power solely in a fiduciary capacity on behalf of any person other than Baylake, if the undersigned determines, in good faith after consultation with legal counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of Nicolet Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless Baylake is then in Breach or Default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of Nicolet Common Stock over which he, she or it has or shares voting power solely in a fiduciary capacity on behalf of any person other than Nicolet, if the undersigned determines, in good faith after consultation with legal counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to vote all shares of FCB Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless Purchaser is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of FCB Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than FCB, if the undersigned determines, in good faith after consultation and upon receipt of a written opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
Vote on the Merger. The undersigned agrees to: (a) vote all shares of Company Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement and the transactions contemplated thereby, and (b) and against any Acquisition Proposal other than the Merger.
Vote on the Merger. The undersigned agrees to vote all shares of SouthBank Common Stock that the undersigned owns beneficially or of record in favor of approving the Agreement, unless SBKC is then in breach or default in any material respect as regards any covenant, agreement, representation or warranty as to it contained in the Agreement; provided, however, that nothing in this sentence shall be deemed to require the undersigned to vote any shares of SouthBank Common Stock over which he or she has or shares voting power solely in a fiduciary capacity on behalf of any person other than SouthBank, if the undersigned determines, in good faith after consultation and receipt of an opinion of counsel, that such a vote would cause a breach of fiduciary duty to such other person.
