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EXHIBIT 9.1
SUNBELT NATIONAL BANK
HOUSTON, TEXAS
VOTING AND STOCK RESTRICTION AGREEMENT
THIS VOTING AND STOCK RESTRICTION AGREEMENT (Agreement) is by and
among those persons whose names appear on the signature pages hereof under the
designation "Stockholders" (individually referred to as a "Stockholder" and
collectively referred to as "Stockholders") and X. X. Xxxxxxx, Xxxx X. Xxxxxxx,
Xxx X. Xxxxxxxx, Xxx X. Xxxxx, Xx., X. X. Xxxxxxxx and Xxxxxx X. Xxxxxxx as
voting representatives (Voting Representatives), with respect to certain shares
of the capital stock, $5.00 par value, of Sunbelt National Bank, Houston, Texas
(Bank).
1. Introduction. Each Stockholder at present owns or holds,
legally or beneficially, directly or indirectly, of record or otherwise, the
number of issued and outstanding shares of capital stock of the Bank specified
beside his respective name on the signature pages of this Agreement. It is the
intent and purpose of the Stockholders to join in this Agreement to make more
effective their participation in the election of directors of the Bank and in
the resolution of issues submitted to a vote of all stockholders of the Bank,
and to attempt to secure continuity and stability of policy and management of
the Bank, and, to these ends, to unite the voting power of the capital stock
subject to this Agreement and to vest such voting power in the Voting
Representatives as hereinafter provided.
All shares of capital stock of the Bank owned or held, legally or
beneficially, directly or indirectly, of record or otherwise, by each
Stockholder and set forth beside his respective name on the signature pages of
this Agreement shall be collectively referred to in this Agreement as the
"Stock." Any additional shares of capital stock of the Bank or other voting
securities (of the Bank or any other entity which is an affiliate of the Bank)
which may be owned, held or acquired in any manner, legally or beneficially,
directly or indirectly, of record or otherwise, by any Stockholder at any time
during the term of this Agreement, including, without limitation, capital or
voting securities acquired incident to any stock split, stock dividend,
increase in capitalization, recapitalization, merger, consolidation or other
reorganization or like transaction, and which are received with respect to
Stock then subject to this Agreement, shall be included within the term "Stock"
as used herein and shall be subject to this Agreement.
2. Consideration. In order to accomplish the purposes set forth
in Paragraph 1 and in consideration of the mutual covenants and agreements
contained in this Agreement and for other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged by each Stockholder,
the Stockholders and Voting Representatives make this Agreement.
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3. Joint Action. During the term of this Agreement, all shares
of the Stock shall be voted as a unit on all matters as to which the
Stockholders shall be entitled to vote, pursuant to the following terms and
conditions:
3.1. Rights of Voting Representatives. Each Stockholder
by execution of this Agreement irrevocably names, constitutes and appoints X.
X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxx X. Xxxxxxxx, Xxx X. Xxxxx, Xx., X. X. Xxxxxxxx
and Xxxxxx X. Xxxxxxx, or any of them, and their respective successor(s) or
assign(s), the true and lawful attorneys, agents, proxies and Voting
Representatives of the undersigned, each with full power of substitution, to
vote all shares of Stock owned or held by such Stockholder subject to this
Agreement at any and all regular and special meetings of stockholders of the
Bank whenever and wherever held during the term of this Agreement, or at any
adjournment thereof, hereby ratifying and confirming all that the said
attorneys, agents, proxies and Voting Representatives might do. The proxies
hereby granted are irrevocable and coupled with an interest. Each Stockholder
hereby terminates, revokes and rescinds any and all proxies, rights, agreements
or arrangements, written or verbal, previously entered into or given with
respect to any shares of Stock owned or held by such Stockholder subject to
this Agreement and relating to any such rights hereby vested in the Voting
Representatives, specifically including the Sunbelt National Bank Voting and
Stock Restriction and Purchase Agreement dated and effective as of March 2,
1983.
The Voting Representatives shall have the right to vote the
Stock at any meeting or on any issue with respect to which the Stockholders
would otherwise have the right to vote the Stock, including, without
limitation, proposals to dissolve and liquidate the Bank, to sell all or a
major portion of its assets, to merge or consolidate the Bank or to amend its
Articles of Association or Bylaws. Each Stockholder by execution of this
Agreement expressly authorizes the Voting Representatives to call special
meetings of stockholders of the Bank for any purpose or purposes which the
Voting Representatives shall in their sole discretion deem necessary and
appropriate. In voting the Stock, either in person or by their collective
nominee or proxy, the Voting Representatives shall exercise their best Judgment
to select suitable directors for the Bank, and shall otherwise take such action
with respect to the management of the Banks affairs as they may deem necessary
and in the best interests of the Bank.
The Stock shall be voted, and the actions required of the
Voting Representatives by the terms of this Agreement shall be taken, in the
manner determined by the concurrence of a majority of the Voting
Representatives, who upon such concurrence shall have the authority to exercise
all the rights and powers granted hereunder, which concurrence and exercise may
be in person, by telephone, by written consent or by proxy, which written
consent or proxy shall include telegraphic communications. In the event of a
failure of the Voting Representatives to agree on the manner of voting the
Stock, the Stock shall be voted in accordance with the desires of the holders
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of a majority of such Stock as determined at a meeting called for that purpose
upon 10 days prior written notice. If the proxy granted pursuant to Paragraph
3.1 hereof is determined to be invalid for any reason, each Stockholder agrees
to vote his Stock on any proposals submitted to a vote of stockholders in the
same manner as a majority of the Voting Representatives vote their Stock with
respect to such proposals.
3.2. Liability of Voting Representatives. No Voting
Representative shall be personally or otherwise liable with respect to any
action taken or omitted to be taken under this Agreement, provided such
commission or omission does not amount to willful misconduct on his part and
provided also that each Voting Representative shall at all times exercise good
faith in the discharge of his obligations and responsibilities hereunder. The
Stockholders agree, jointly and severally, to indemnify and hold the Voting
Representatives and their successors or assigns harmless from any liability or
cost resulting from any action or failure to act by any Voting Representative
pursuant to this Agreement, provided such action or failure to act does not
amount to willful misconduct and provided also that each Voting Representative
who is to be indemnified shall at all times have exercised good faith in the
discharge of his respective obligations and responsibilities hereunder.
3.3. Resignation, Removal, Incapacity and Replacement of
Voting Representatives. Any Voting Representative may at any time resign by
mailing to each other Voting Representative and each party to this Agreement a
written resignation effective upon the date stated therein. If any vacancy in
the position of Voting Representative shall occur by death, incapacity or
resignation, the position shall be filled by the person then or theretofore
designated in writing by the Voting Representative vacating such position. If a
successor Voting Representative has not been so named within 10 days from the
date such Voting Representative ceases to serve, then a successor shall be
named by the written consent of a majority of the remaining Voting
Representatives. If the remaining Voting Representatives shall fail to name a
successor Voting Representative within 30 days from the date such position is
vacated, a successor shall be named by the holders of at least 67% of the
Stock, acting either by written consent delivered to the Voting Representatives
or at a meeting convened for such purpose upon 10 days prior written notice.
The holders of at least 67% of the Stock, acting either by written consent
delivered to the Voting Representatives or at a meeting convened for such
purpose upon 10 days prior written notice, shall be entitled to remove one or
more of the Voting Representatives, with or without cause, and appoint a
successor Voting Representative to fill any vacant position. Any successor
Voting Representative named in accordance with this Agreement shall have all
the rights, powers, privileges and authority granted to a Voting Representative
under this Agreement and any amendment hereof or supplement hereto. Pending
the selection of a successor Voting Representative, the remaining Voting
Representative(s) shall have full power and authority to act pursuant to the
terms of this Agreement.
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3.4. Compensation and Reimbursement of Expenses of Voting
Representatives. The Voting Representatives shall serve hereunder without
compensation. The Voting Representatives shall have the right to incur and pay
such reasonable expenses and charges and to employ and pay such agents,
attorneys or other persons as they may deem necessary and proper for carrying
out the terms of this Agreement. Such expenses or charges incurred by the
Voting Representatives shall he paid by the Stockholders pro rata according to
their respective ownership of the Stock within 10 days after receipt of written
notice from the Voting Representatives. The Stockholders hereby authorize the
Voting Representatives (i) to direct the Bank to pay to the Voting
Representatives all cash dividends respecting the Stock and (ii) to deduct from
such dividends, pro rata, any amounts due the Voting Representatives as
reimbursement for expenses incurred pursuant to this Agreement. Any portion of
such cash dividends remaining after the deduction of such expenses shall be
distributed pro rata to the respective Stockholders. Dividends paid to the
Voting Representatives pursuant to this Paragraph 3 may not be used for any
purpose other than for the payment or reimbursement of expenses properly
incurred by the Voting Representatives in accordance with this Agreement.
Nothing contained in this Agreement shall disqualify any Voting Representative
from serving the Bank as an officer or director, or in any other capacity, or
from receiving compensation or reimbursement of expenses in any such capacity.
4. Addition and Release of Shares. Stockholders of the Bank not
parties to this Agreement as of its effective date may join in this Agreement
and subject all or part of their stock of the Bank, or any successor entity, to
the provisions hereof with the consent of a majority of the Voting
Representatives then serving and by execution and delivery to the Voting
Representatives of a counterpart of this Agreement. Each such additional
Stockholder by his signature to a counterpart of this Agreement shall become
subject to all of the terms and conditions hereof as to the shares of stock of
the Bank made subject hereto.
In the event that any Stockholder (including any Voting
Representative in his capacity as a Stockholder) is at present a member of, or
subsequently is elected to, the Board of Directors of the Bank and does not
otherwise hold unencumbered qualifying shares, a sufficient number of shares of
Stock owned or held by such Stockholder shall, subject to the other provisions
of this Agreement, be automatically released from this Agreement for the
purpose of providing such Stockholder with the necessary qualifying shares of
capital stock of the Bank. At such time as any Stockholder for whose benefit
shares have been released herefrom shall cease to serve on the Board of
Directors of the Bank, such released shares (including all shares of capital
stock of the Bank and other securities issued or exchanged with respect
thereto) shall, at the written option of such Stockholder, be made subject to
this Agreement and the certificates representing such shares shall be presented
forthwith to the Voting Representatives for affixation of the legend then
required by this Agreement or any amendment hereof.
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Notwithstanding anything contained in this Agreement to the
contrary, at all times during the term of this Agreement, a minimum of 50.1% of
the issued and outstanding capital stock of the Bank shall be subject to this
Agreement.
5. Restrictions on Sale or Other Disposition of the Stock.
During the term of this Agreement, the sale, assignment, transfer or other
disposition by a Stockholder of any of his or its shares of Stock shall be
subject to the terms and conditions of Paragraphs 5, 6 and 7 of this Agreement.
5.1. Permitted Transfers. The transfer of title to shares
of Stock resulting from any of the following events shall be permitted without
compliance with the provisions of Paragraph 6 of this Agreement.
5.1.1. A transfer to another Stockholder;
5.1.2. A transfer to the spouse of a Stockholder
incident to divorce;
5.1.3. A transfer to legatees, heirs or trustees of
a testamentary trust of a Stockholder as a result of the death
of the Stockholder;
5.1.4. A transfer of title to a guardian of the
estate of a Stockholder or to an executor or administrator of
the estate of a deceased Stockholder incident to guardianship
or probate proceedings involving the estate of the
Stockholder;
5.1.5. A transfer as a result of gift by a
Stockholder to his spouse or any of his descendants or to a
trustee of a trust for the primary benefit of such
Stockholder, his spouse or any of his descendants;
5.1.6. A transfer to the shareholders of any
corporate Stockholder as a dividend or incident to liquidation
or dissolution of such corporate Stockholder;
5.1.7. A transfer to the partners of any partnership
which is a Stockholder incident to any liquidation or
distribution of such partnership;
5.1.8. A transfer by a corporate Stockholder to
another corporation incident to merger or consolidation of
such corporation or incident to a sale by the corporate
Stockholder of all or substantially all of its assets to such
other corporation;
5.1.9. A transfer as result of a gift of Stock as a
charitable contribution;
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5.1.10. A transfer as a result of a sale pursuant to
Paragraph 7 of this Agreement; or
5.1.11. A transfer by Xxx X. Xxxxx, Xx., Trustee, or
any successor trustee, of any of the 163,930 shares of Stock
held as trustee by Xxx X. Xxxxx, Xx. on the effective date of
this Agreement;
provided, however, that each and every person or entity acquiring any shares of
Stock incident to any permitted transfer specified in this Paragraph 5.1 shall
and must take and hold the shares of Stock subject to this Agreement and shall
be deemed a "Stockholder" for the purposes of this Agreement.
5.2. Pledges. A Stockholder shall be permitted to pledge
any shares of Stock owned or held subject to this Agreement to secure bona
fide indebtedness of the Stockholder, but any sale or transfer of such shares
incident to the pledge shall be subject to this Agreement and any person or
entity acquiring such shares of Stock shall and must take and hold such shares
subject to the terms and conditions of this Agreement and shall be deemed a
"Stockholder" for the purposes of this Agreement.
6. Right of First Refusal.
6.1. If a Stockholder shall at any time or times (i)
desire to sell any of his shares of Stock to a specified purchaser or (ii)
receive a bona fide offer from any person or entity for the purchase of any
shares of Stock owned or held by the Stockholder, which offer the Stockholder
desires to accept, such Stockholder shall first offer in writing to sell such
Stock to the other Stockholders who are parties to this Agreement, pro rata in
accordance with the number of shares of Stock owned by the respective
Stockholders (excluding the Stock owned by the selling Stockholder), at the
same price, and upon the same terms and conditions, at which the selling
Stockholder intends to sell the Stock. The other Stockholders shall have 30
days following the giving of such notice within which to exercise, by written
notice to the selling Stockholder, their option to acquire their pro rata
portion of the Stock proposed to be sold. All Stock not purchased at the end
of such 30 day period may be purchased by any Stockholder(s) for an additional
period of 15 days. Payment for all of the Stock offered for sale by the
selling Stockholder must be made no later than the end of such 15 day period.
If the Stockholders fail to purchase all of the Stock offered
for sale by the selling Stockholder in accordance with the provisions of this
Paragraph 6, the selling Stockholder shall be free, for a period of 60 days, to
transfer or sell the Stock only to the originally specified purchaser or the
person from whom the original offer was received for the same price and upon
the same terms
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and conditions as were contained in such offer. Any Stock not sold within such
60 day period must be reoffered to the Stockholders in accordance with this
Paragraph 6 in the event of any subsequent proposed sale.
6.2. Any transferee of Stock hereunder shall take such
Stock subject to this Agreement, and by acceptance of the certificate(s)
representing such Stock, shall be bound by this Agreement to the same extent as
if such transferee were a party hereto and shall be deemed a "Stockholder" for
the purposes of this Agreement
7. Sale of All or Part of the Stock Pursuant to a Bona Fide Offer.
7.1. If the Voting Representatives shall receive a bona
fide offer (Offer) from any person or entity, including, but not by way of
limitation, a Stockholder (Offeror), for the purchase for cash, promissory
obligations or an exchange of securities in a transaction not requiring a vote
of all stockholders of the Bank (or any successor entity), or a combination
thereof, of more than 50% of the capital stock of the Bank at the same price
per share and on the same terms and conditions, the Voting Representatives
shall call a meeting (Meeting) of all Stockholders within 15 days for the
purpose of determining whether to accept the Offer on behalf of all the
Stockholders. A majority of shares of Stock then subject to this Agreement,
represented in person or by proxy, shall constitute a quorum at the Meeting.
Attendance by a Stockholder at the Meeting, whether in person or by proxy,
shall constitute a waiver of any notice of the Meeting. Stockholders may give a
proxy to any person in connection with the Meeting, without regard to any other
proxy granted hereunder. The decision of the Stockholders owning a majority of
the Stock, voting in person or by proxy at the Meeting, shall be binding on all
of the Stockholders.
If the holders of a majority of the Stock determine
to accept the Offer, the Voting Representatives shall notify all the
Stockholders of the decision, specifying the price per share and the terms and
conditions of sale (Sale Notice). Each Stockholder shall (i) sell to the
Offeror his respective shares of Stock for the price per share and on the terms
and conditions specified in the Sale Notice or (ii) if a Stockholder desires
not to sell his Stock, at the sole option of the Offeror, subject the shares of
Stock owned or held by him to a new voting agreement or other control device
acceptable to the Offeror. If less than all the Stock subject to this
Agreement is to be sold, each Stockholder shall sell to the purchaser his
proportionate part of the shares to be sold in the same ratio which the number
of shares of Stock owned by the Stockholder bears to the total number of shares
of Stock then subject to this Agreement. If the Stockholders determine not to
accept an offer, the Voting Representatives shall, within 15 days of such
determination, notify all Stockholders of such determination.
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7.2. In connection with any sale pursuant to Paragraph 7.1
hereof, each of the Stockholders hereby nominates, constitutes and appoints the
Voting Representatives, or any of them, his true and lawful agents and
attorneys in fact, for and on his behalf and in his name, place and xxxxx (such
agents and attorneys being herein called the "Agents") to: (i) deliver to the
Offeror at the closing of the sale transaction certificates evidencing the
number of shares of Stock to be transferred by each Stockholder to the Offeror;
(ii) accept delivery from the Offeror at the closing of cashiers or certified
checks, securities, promissory obligations or other consideration as payment
for the Stock transferred to the Offeror, apply any funds received to
indebtedness of the respective Stockholder which is secured by the Stock being
transferred and forward any excess funds or other consideration received to
such Stockholder or his designee; and (iii) do all things, and execute, deliver
and complete all documents, necessary or proper, required, contemplated or
deemed advisable by the Agents, and generally to act for and in the name of the
Stockholders with respect to the transactions contemplated by this Paragraph 7,
as fully as could the Stockholders if then present and acting either personally
or by an authorized representative.
Each of the Stockholders hereby agrees and
acknowledges that he has granted the Power of Attorney herein contained in
order to further the objectives set forth in this Agreement and to facilitate
the closing of the transactions contemplated by this Paragraph 7, and each
Stockholder therefore agrees that the Power of Attorney shall be deemed to be
coupled with an interest and irrevocable, and further agrees that he will not
take or permit to occur any action which might in any manner frustrate
consummation of the transactions contemplated by this Paragraph 7. Each of the
Stockholders hereby ratifies and confirms all that the Agents may do on behalf
of such Stockholder pursuant to this Paragraph 7 and agrees to indemnify and
hold the Agents free and harmless for any action taken in good faith hereunder
on behalf of such Stockholder.
The Voting Representatives, by their execution of
this Agreement, hereby accept their appointment as Agents as set forth in this
Paragraph 7 and agree to act in accordance therewith in the manner provided.
7.3. If the Stockholders determine to reject the Offer in
accordance with the provisions of this Agreement, all of the Stock shall remain
subject to the terms and conditions of this Agreement.
8. Assignment of Subscription Rights. If any Stockholder elects
not to exercise his right to subscribe to purchase capital stock or other
securities of the Bank which may be offered from time to time to all of the
stockholders of the Bank for subscription, such nonsubscribing Stockholder will
give notice of his intent not to exercise his subscription rights to the Voting
Representatives at least 10 days prior to the expiration of such subscription
rights, and the Voting Representatives shall have the preferential right and
option to exercise or cause to be exercised such nonsubscribing
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Stockholders subscription rights. Each nonsubscribing Stockholder agrees to
execute at the request of the Voting Representatives such assignment of
subscription rights or other instruments as the Voting Representatives may deem
advisable or appropriate to vest conclusively such subscription rights in the
Voting Representatives or their designee(s).
The Voting Representatives will notify the Stockholders other
than the nonsubscribing Stockholders of the number of subscription rights
available, and each such Stockholder shall have the right to subscribe for his
pro rata portion of the number of shares of capital stock or other securities
available for subscription by virtue of such subscription rights by notifying
the Voting Representatives in writing, within 5 days following the giving of
notice by the Voting Representatives, of his desire to subscribe for such
shares of capital stock or other securities, such written notice to be
accompanied by the purchase price of such securities in the form of a bank
cashiers check payable in Houston Clearing House funds. Upon receipt of such
written notice and purchase money, the Voting Representatives shall deliver the
written subscription and purchase price to the Bank, and direct the Bank to
issue such securities in the name of, and to deliver such securities to, the
respective purchasing Stockholder. To the extent the Stockholders do not
subscribe for their pro rata portion of the securities specified in the notice,
the Voting Representatives may purchase such remaining securities or assign the
subscription rights respecting such securities to any other person or entity at
their discretion.
Each and every person or entity acquiring any shares of
capital stock having general voting powers by exercise of such subscription
rights pursuant to this Paragraph 8 shall be deemed a "Stockholder" for
purposes of this Agreement and such shares shall be included within the term
"Stock" as used herein and shall be subject to this Agreement.
9. Deposit of Counterpart of Agreement. A counterpart of this
Agreement shall be deposited with the Bank at its principal office and with any
state or federal regulatory authority with which counterparts of this Agreement
are required to be filed.
10. Legend on Certificates.
10.1. Legend. All certificates representing shares of
Stock shall bear the following legend (with the blank appropriately completed):
The shares represented by this certificate are subject to the
provisions of a Voting and Stock Restriction Agreement dated
as of May 25, 1984 (Agreement), a counterpart of which has
been deposited with the Bank at its principal office. The
Bank will furnish a copy of such Agreement to the holder of
this certificate without charge upon written request to the
Bank at its principal office. The Agreement vests the
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voting rights with respect to the shares represented by this
certificate in designated Voting Representatives and contains
restrictions on the transfer of such shares.
10.2. Responsibility to Affix Legend. Within 10 days after
the execution of this Agreement, unless a later date is specified in writing by
the Voting Representatives, each Stockholder shall deliver to the Voting
Representatives; or such other person as may be designated in a written notice
to all Stockholders signed by any Voting Representative, all of the
certificates representing his respective shares of Stock. The Voting
Representatives or their designee shall affix the legend conspicuously on each
certificate and promptly return the certificate(s) to the Stockholder.
Certificates representing subsequently acquired shares of Stock subject to this
Agreement, within 10 days after acquisition of the shares of Stock, shall be
submitted in the same manner for affixing the legend. Each Stockholder shall
make arrangements for affixation of the legend to any certificates representing
any such shares of Stock which he does not have in his personal possession and
therefore cannot deliver pursuant to this Paragraph 10.2, and the Bank is
hereby authorized to affix the legend to any such certificate presented to it
for transfer or reissuance. Each Stockholder agrees to indemnify and hold the
Voting Representatives and their successors and assigns and each other
Stockholder harmless from any loss, damage or cost suffered by such persons as
a result of the failure of such Stockholder to deliver, or cause to be
delivered, certificates representing his Stock for legending in accordance with
the provisions of this Paragraph 10.2. Certificates representing any shares of
Stock released pursuant to this Agreement must be presented to the Voting
Representatives or their designee for removal of the legend.
11. Term of Agreement. The term of this Agreement is for a period
of 10 years, commencing on the effective date of this Agreement and terminating
at the expiration of 10 years from such date, but this Agreement may be
terminated earlier by (i) the written agreement of the Stockholders owning not
less than 67% of the Stock, (ii) the sale of all or part of the Stock pursuant
to the provisions of Paragraph 7 or (iii) dissolution or liquidation of the
Bank or any successor entity.
This Agreement shall be automatically renewed for an
additional period of 10 years unless the holders of 67% or more of the Stock
give written notice to the Voting Representatives that they desire not to
continue the Agreement. Such notice must be given at least 90 days prior to
the end of the initial ten year term.
12. General.
12.1. Notices. Any notice pursuant to this Agreement shall
be deemed given when received by the Voting Representatives or the Stockholder
to whom it is directed, or when deposited in the United States mail, certified,
return receipt requested, with postage prepaid, addressed to the Stockholder at
the address specified beside his name on the signature page of this Agreement
or to
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the Voting Representatives at the address of the principal office of the Bank.
An address may be changed by (i) any Stockholder by written notice given to the
Voting Representatives and (ii) the Voting Representatives by written notice
given to each Stockholder in the manner provided in this Paragraph 12.1.
12.2. Effect of Agreement. This Agreement shall be binding
on and enforceable against each Stockholder, his heirs, administrators,
executors, legal representatives and assigns, and on all subsequent owners of
any shares of the Stock, who shall be deemed "Stockholders" within the meaning
of and shall hold such shares subject to this Agreement. No other person(s)
shall have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Agreement or any provision
herein contained.
12.3. Separability. If a court of competent jurisdiction
shall adjudge to be invalid any clause, sentence, subparagraph, paragraph or
section of this Agreement, such judgment or decree shall not affect, impair,
invalidate or nullify the remainder of this Agreement, but the effect thereof
shall be confined to the clause, sentence, subparagraph, paragraph or section
so adjudged to be invalid.
12.4. Amendment of Agreement. This Agreement may be
changed, modified or amended by a written instrument signed by the holders of
not less than 67% of the Stock. Any such amendment shall become effective as
of the date specified in the written instrument or if no date is specified, on
the date the Voting Representatives receive the written instrument containing
the amendment from the Stockholders.
12.5. Execution of Other Instruments. Each Stockholder
shall execute and deliver such other agreements and instruments, or take such
other actions as the Voting Representatives from time to time may deem
advisable or appropriate to effectuate the intent and purpose of this
Agreement, including, but not by way of limitation, the execution and delivery
of a supplemental or additional proxy or proxies to vote all of the Stock
subject to this Agreement, in a manner consistent with the terms of the
Agreement, but the delivery of such a proxy or proxies shall in no way affect
the validity of the proxy granted pursuant to Paragraph 3.1.
12.6. Miscellaneous.
12.6.1. Paragraph and Subparagraph Headings. The
paragraph and subparagraph headings in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
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12.6.2. Numbers and Gender. When required by the
context, each number (singular and plural) shall include all
numbers and each gender shall include all genders.
12.6.3. Choice of Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Texas.
12.6.4. Affiliate. For purposes of this Agreement,
an affiliate of the Bank shall mean another person or entity
which controls, is controlled by or is under common control
with the Bank.
THIS AGREEMENT is executed in multiple counterparts, any one or more
of which may contain the signature of any party hereto. All of such
counterparts taken together shall constitute a complete executed original of
this Agreement, dated and effective as of May 25, 1984.
VOTING REPRESENTATIVES
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STOCKHOLDERS
Number of
Shares of Stock
Subject to Agreement
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Signature of Stockholder
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Address of Stockholder
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Please print name above
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Social Security or I.R.S. Number
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