Voting and Other Matters. At any meeting of creditors or in the event of any Proceeding involving any Loan Party, the Subordinated Creditors shall retain the right to vote, file a proof of claim, and otherwise act with respect to the Subordinated Debt (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), provided that the Subordinated Creditors shall not take any such action which is inconsistent with the provisions of this Agreement and shall not initiate or prosecute any claim or action in such Proceeding challenging the enforceability of this Agreement, the enforceability, validity or priority of the Senior Debt, or the enforceability, validity, perfection or priority of any Liens securing the Senior Debt. In the event any Subordinated Creditor fails to execute, verify, deliver, and/or file any proofs of claim in respect of its Subordinated Debt in connection with any such Proceeding prior to five (5) days before the expiration of the time to file any such proof of claim or fails to vote any such claim in any such Proceeding prior to five (5) days before the expiration of the time to vote any such claim, each such Subordinated Creditor hereby irrevocably authorizes, empowers, and appoints the Senior Creditor Representative as such Subordinated Creditor’s agent and attorney-in-fact to execute, verify, deliver, and file such proofs of claim and vote such claim in any Proceeding to the extent permitted by applicable law; provided the Senior Creditor Representative shall have no obligation to do so or to exercise any such authority with respect to the claims of any Subordinated Creditor and, if the Senior Creditor Representative elects to exercise such authority, the Senior Creditor Representative may do so in a manner consistent with the sole interest of the Senior Creditors and shall have no duty to take any action to maximize any Subordinated Creditor’s recovery with respect to its claims on the Subordinated Debt owing to it. In the event that the Senior Creditor Representative votes any claim in accordance with the authority granted hereby, the relevant Subordinated Creditor shall not be entitled to change or withdraw such vote.
Voting and Other Matters. Each of the Directors will vote or cause to be voted all shares of Bank common stock that he or she beneficially owns, with power to vote or direct the voting of (the "Shares"), in favor of approval of the Merger Agreement and the Merger. In addition, each of the Directors will (a) recommend to the shareholders of the Bank that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to the Bank and its shareholders.
Voting and Other Matters a. The Shareholder will vote or cause to be voted all shares of TFB’s common stock that such Shareholder beneficially owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, the Shareholder who is also a director of TFB (“Director”) will (a) recommend to the shareholders of TFB that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Director’s fiduciary duties to TFB and its shareholders.
b. In order to better effect the provisions of Section 1.a. of this Agreement, the Shareholder hereby revokes any previously executed proxies and hereby constitutes and appoints Xxxx, with full power of substitution, such Shareholder’s true and lawful proxy and attorney-in-fact (the “Proxy Holder”) to vote at any meeting of the Shareholders of TFB (the “Meeting”) all of the Shareholder’s Shares in favor of the approval of the Merger and the Merger Agreement and the transactions contemplated therein, with such modifications to the Merger Agreement as the parties thereto may make; but this proxy will not apply with respect to any vote on the Merger Agreement if the Merger Agreement is modified so as to reduce the amount of consideration or the form of consideration to be received by the Shareholders or the tax consequences of the receipt thereof under the Merger Agreement in its present form. This irrevocable proxy shall automatically terminate upon termination of this Voting Agreement.
Voting and Other Matters. Each Shareholder will vote or cause to be voted all shares of the Holding Company’s common stock that such Shareholder beneficially owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, each Shareholder who is a director of the Holding Company (“Director”) will (a) recommend to the shareholders of the Holding Company that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors’ fiduciary duties to the Holding Company and its shareholders.
Voting and Other Matters. Each of the Directors will vote or cause to be voted all shares of Snake River's common stock that he or she beneficially owns, with power to vote or direct the voting of (the "SHARES"), in favor of approval of the Merger Agreement and the Transaction. In addition, each of the Directors will (a) recommend to the shareholders of Snake River that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to Snake River and its shareholders.
Voting and Other Matters. Each of the Directors will vote or cause to be voted all shares of Berkshire Bancorp common stock that he or she has power to vote or direct the voting of (the "Shares"), in favor of approval of the Merger Agreement, the Merger and Bank Merger.
Voting and Other Matters. Each of the undersigned individuals shall vote all shares of NorthWest's common stock which he or she is entitled to vote in favor of approval of the Merger Agreement and the Merger, unless the Merger Agreement has been terminated before a meeting of NorthWest shareholders (the "Meeting") is held for purposes of voting on the Merger Agreement. In addition, each of the undersigned individuals will recommend to the shareholders of NorthWest that they approve the Merger Agreement, and refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, a director's fiduciary duties to NorthWest and its shareholders.
Voting and Other Matters. Each Shareholder will vote or cause to be voted all shares of First Company common stock that such Shareholder beneficially owns, with power to vote or direct the voting of (the "Shares"), in favor of approval of the Merger Agreement and the Merger. In addition, each Shareholder who is a director of First Company ("Director") will (a) recommend to the shareholders of First Company that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to First Company and its shareholders.
Voting and Other Matters. Each Shareholder will vote or cause to be voted all shares of CDC's common stock that such Shareholder beneficially owns as of the date hereof or hereafter acquires (the "SHARES") in favor of approval of the Merger Agreement and the Transaction. In addition, each Shareholder will (a) recommend to the shareholders of CDC that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law or permitted by Section 4.1.11
Voting and Other Matters. Each of Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxxxx will vote or cause to be voted all shares of TFHC's common stock that he beneficially owns, with power to vote or direct the voting (the "SHARES"), in favor of approval of the Merger Agreement and the Transaction.
