Common use of Covenants of Shareholder Clause in Contracts

Covenants of Shareholder. Shareholder covenants and agrees as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of Shareholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Shareholder shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that Shareholder may have. (ii) Shareholder shall not, and Shareholder shall not permit or authorize or permit any Affiliate, spouse, employee or partner of Shareholder or any investment banker, attorney, accountant or other advisor or representative of Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, except as may be required by applicable Law or court process. (i) Shareholder hereby agrees that, in the event (i) of any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”), Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Shareholder agrees that any New Shares acquired or received by Shareholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Shareholder on the date of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or beneficial ownership of Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and Shareholder further agrees to take all actions necessary to effectuate the foregoing.

Covenants of Shareholder. Shareholder covenants and agrees as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or in any other circumstances upon which a Shareholder agrees that he/she shall vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of Shareholder’s Subject , the Covered Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Shareholder shall notthereby, and shall not commit or agree tountil this Agreement terminates as provided in Section 2(d), unless: (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement Eagle is in material default with respect to a material covenant, representation, warranty or agreement made by it in the Transfer Merger Agreement that would give the Company the right not to consummate the Merger; or (including any profit-sharing or other derivative arrangementii) in accordance with Section 6.07 of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company has provided a Change of Recommendation in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that Shareholder may haveconnection with a Superior Proposal. (iib) Shareholder agrees that until the termination of this Agreement as provided in Section 2(d), that he/she shall not, and Shareholder shall not permit or authorize or permit any Affiliate, spouse, employee or partner of Shareholder or any investment banker, attorney, accountant or other advisor or representative of Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentEagle, except as may directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in (after the date hereof) or otherwise dispose of or encumber any of the Covered Shares, or any options to acquire the Company Common Stock issued and outstanding pursuant to the Company Stock Plans. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be required by applicable Law or court processbinding upon and inure to the transferee. (ic) Shareholder hereby agrees thatthat he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of the Company Common Stock, or any officer, employee or director of the Company to, solicit from any third party any inquiries or proposals relating to the disposition of the Company’s business or assets, or the acquisition of the Company’s voting securities, or the merger of the Company with any person other than Eagle, EagleBank or any Eagle Subsidiary, or except as provided in Section 6.07 of the event Merger Agreement, provide any such person with information, assistance or conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) This Agreement shall terminate upon the earlier to occur of: (i) the termination of the Merger Agreement by any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares parties thereto in accordance with its terms; or (ii) that Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock Effective Time of the Company, in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”), Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Shareholder agrees that any New Shares acquired or received by Shareholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Shareholder on the date of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or beneficial ownership of Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and Shareholder further agrees to take all actions necessary to effectuate the foregoingMerger.

Covenants of Shareholder. Shareholder hereby covenants and irrevocably agrees in favor of Buyer that, from the date hereof until the termination of this Agreement in accordance with Section 10, except as followspermitted by this Agreement, Shareholder will: (a) At not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void; (b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement; (c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction; (d) at any meeting of the shareholders holders of the Company Common Stock called to vote upon a resolution to approve the Merger Agreement, Agreement and the Merger Transaction or any of the other transactions contemplated by the Merger AgreementAgreement (the “Transaction Resolution”), or at any adjournment or postponement or adjournment thereof, or in any other circumstances upon which a vote, consent, adoption consent or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement Transaction Resolution is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a establishing quorum and (ii) vote (or cause to be voted) all of Shareholder’s its Subject Shares Shares, or validly execute and return any requested written consent with respect to its Subject Shares: (i) in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof Transaction and of the Merger and each of the other transactions contemplated by the Merger Agreement.Transaction Resolution, as applicable; (b) Shareholder shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into against any voting arrangementaction that is intended or would reasonably be expected to impede, whether by proxyinterfere with, voting delay, postpone or discourage the Transaction; and (iii) against any action that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement or otherwiseof Shareholder contained in this Agreement; (e) not, with respect without the prior written consent of Buyer, requisition or join in the requisition of any meeting of holders of Common Stock that would reasonably be expected to any Subject Shares prevent or rights to acquire any securities or equity interests delay the successful completion of the Company, other than Transaction and this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b).; 4 3343471 (if) Shareholder shall not commit exercise any rights of dissent or appraisal in respect of the Transaction; (g) not take or agree to take any action inconsistent that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder contained in this Agreement; and (h) on or before the third (3rd) Business Day prior to the meeting of shareholders of Company called to approve the Transaction: (i) if Shareholder is the holder of record of the Subject Shares, deliver or cause to be delivered to the Company, with a copy to Buyer, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favor of the Transaction Resolution and otherwise in accordance with Section 3(d), and any other documents required in accordance with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents Transaction to and approves the actions taken by the Board of Directors be validly delivered in support of the Company in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that Shareholder may have. (ii) Shareholder shall notTransaction Resolution, and Shareholder shall not permit revoke or authorize or permit any Affiliatewithdraw such proxy, spouse, employee or partner of Shareholder or any investment banker, attorney, accountant proxies or other advisor or representative of Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, documents described in this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement Section 3(g)(i) without the prior written consent of Parent, except as may be required by applicable Law or court process.Buyer; and (iii) if Shareholder hereby agrees that, in is the event (i) beneficial owner of any stock or extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares but not the holder of record of such Subject Shares, deliver or (ii) cause to be delivered a duly executed voting instruction form to the intermediary through which Shareholder holds its beneficial interest in such Subject Shares, with a copy to Buyer, instructing that Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share such Subject Shares be voted in the voting of, any shares of capital stock favor of the Company, Transaction Resolution and otherwise in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”accordance with Section 3(d), Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Shareholder agrees and that any New Shares acquired or received by Shareholder pursuant to clause (i) or (ii) other documents required in accordance with the Transaction be validly delivered in support of this paragraph shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth hereinTransaction Resolution, and shall constitute Subject Shares to not revoke or withdraw such instruction or other documents described in this Section 3(g)(ii) without the same extent as if those New Shares were owned by Shareholder on the date prior written consent of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or beneficial ownership of Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and Shareholder further agrees to take all actions necessary to effectuate the foregoingBuyer.

Covenants of Shareholder. Shareholder covenants and agrees as follows: (a) At any meeting of The Shareholder agrees that he/she shall cause the shareholders of Covered Shares to be present at the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear GSB Meeting and at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (shall vote, or cause to be voted) all of Shareholder’s Subject , the Covered Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated thereby, until this Agreement terminates as provided in Section 2(e), unless Parkway is in material default with respect to a material covenant, representation, warranty or agreement made by it in the Merger Agreement. (b) The Shareholder agrees that until the termination of this Agreement as provided in Section 2(e), he/she shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that Shareholder may have. (ii) Shareholder shall not, and Shareholder shall not permit or authorize or permit any Affiliate, spouse, employee or partner of Shareholder or any investment banker, attorney, accountant or other advisor or representative of Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentParkway, except directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares, or any options or warrants to acquire GSB Common Stock issued and outstanding pursuant to employee or director stock plans of GSB or otherwise, provided that this restriction shall not apply to shares that are hypothecated or as may to which a security interest already has been granted as of the date hereof. Notwithstanding the foregoing, in the case of any transfer by operation of law subsequent to the date hereof, this Agreement shall be required by applicable Law or court processbinding upon and inure to the transferee. (ic) The Shareholder hereby agrees thatthat he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of GSB Common Stock, or any officer, employee or director of GSB to, solicit from any third party any inquiries or proposals relating to the disposition of GSB's business or assets or the business or assets of GSB, or the acquisition of GSB voting securities, or the merger of GSB with any person other than Parkway, or except as provided in Section 6.06 of the event Merger Agreement: (i) of provide any stock such person with information or extraordinary dividend assistance or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares negotiate or (ii) that Shareholder purchases conduct any discussions with any such person in furtherance of such inquiries or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement obtain a proposal. (including by conversion, operation of law or otherwised) (collectively, the “New Shares”), Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. The Shareholder agrees that he/she shall not, without the prior written consent of Parkway, sell, or offer to sell, or otherwise directly or indirectly sell, transfer or dispose of any New Shares acquired or received by Shareholder pursuant Covered Shares. (e) This Agreement shall terminate upon the earlier to clause occur of: (i) the termination of the Merger Agreement by any of the parties thereto, provided that such termination is not in violation of any provision of the Merger Agreement; or (ii) of this paragraph shall be subject to Section 4(d), the terms Effective Time of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Shareholder on the date of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or beneficial ownership of Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and Shareholder further agrees to take all actions necessary to effectuate the foregoingMerger.

Covenants of Shareholder. Shareholder covenants and agrees as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or in any other circumstances upon which a Shareholder agrees that he/she shall vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) , all of Shareholder’s Subject Shares his/her shares of Fidelity Common Stock in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreementthereby, until this Agreement terminates as provided in Section 2(d). (b) Shareholder agrees that until the termination of this Agreement as provided in Section 2(d), that he/she shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving and declaring advisable the Merger. Shareholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that Shareholder may have. (ii) Shareholder shall not, and Shareholder shall not permit or authorize or permit any Affiliate, spouse, employee or partner of Shareholder or any investment banker, attorney, accountant or other advisor or representative of Shareholder to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of ParentEagle, except as may directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in (after the date hereof) or otherwise dispose of or encumber any of his/her shares of Fidelity Common Stock, or any options to acquire Fidelity Common Stock issued and outstanding pursuant to the Fidelity Option Plans. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be required by applicable Law or court processbinding upon and inure to the transferee. (ic) Shareholder hereby agrees thatthat he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of Fidelity Common Stock, or any officer, employee or director of Fidelity to, solicit from any third party any inquiries or proposals relating to the disposition of Fidelity or F&T Bank’s business or assets, or the acquisition of Fidelity or F&T Bank’s voting securities, or the merger of Fidelity or F&T Bank with any person other than Eagle or any Eagle Subsidiary, or except as provided in Section 6.12 of the event Merger Agreement: (i) of provide any stock such person with information or extraordinary dividend assistance or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) This Agreement shall terminate upon the earlier to occur of: (a) the termination of the Merger Agreement by any of the parties thereto; or (b) the Effective Time (as defined in the Merger Agreement) of the Merger. (e) Shareholder agrees that Shareholder purchases he/she shall not, without the prior written consent of Eagle, purchase or otherwise acquires beneficial ownership of sell on Nasdaq, or submit a bid to purchase or an interest inoffer to sell on Nasdaq, directly or acquires the right to vote or share in the voting ofindirectly, any shares of capital stock Eagle Common Stock or any options, warrants, rights or other securities convertible into or exchangeable for shares of Eagle Common Stock during the Company, in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”), Shareholder shall deliver promptly to Parent written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Shareholder agrees that any New Shares acquired or received by Shareholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by Shareholder on the date of this Agreement. Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any person to which record or beneficial ownership of Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including Shareholder’s heirs, guardians, administrators or successors, and Shareholder further agrees to take all actions necessary to effectuate the foregoingMarket Value Determination Period.