Common use of Rights of Voting Representatives Clause in Contracts

Rights of Voting Representatives. Each Stockholder by execution --------------------------------- of this Agreement irrevocably names, constitutes and appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Love, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 Company 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. 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 (i) to dissolve and/or liquidate the Company, (ii) to amend its Articles of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the Company. Each Stockholder by execution of this Agreement expressly authorizes the Voting Representatives to call special meetings of stockholders of the Company 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 Company, and shall otherwise take such action with respect to the management of the Company's affairs as they may deem necessary and in the best interests of the Company. The Stock shall be voted, and the actions required of the Voting Representatives by the terms of this Agreement shall be taken, in a manner determined by the concurrence of at least two-thirds 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 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 at least two-thirds of the Voting Representatives vote their Stock with respect to such proposals or as otherwise directed by the Voting Representatives.

Rights of Voting Representatives. Each Stockholder by execution --------------------------------- of this Agreement irrevocably names, constitutes and appoints D. C. ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ hn ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ y ▇. ▇▇▇▇▇▇▇▇, ▇▇y ▇. ▇▇▇▇▇, ▇▇., ▇. J. ▇▇▇▇▇▇▇▇ ▇▇▇ Geor▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Love, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 Company 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 (i) to dissolve and/or and liquidate the CompanyBank, (ii) to amend its Articles of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the CompanyBank 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 Company 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 Judgment to select suitable directors for the CompanyBank, and shall otherwise take such action with respect to the management of the Company's Banks affairs as they may deem necessary and in the best interests of the CompanyBank. The Stock shall be voted, and the actions required of the Voting Representatives by the terms of this Agreement shall be taken, in a the manner determined by the concurrence of at least two-thirds 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 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 at least two-thirds of the Voting Representatives vote their Stock with respect to such proposals or as otherwise directed by the Voting Representatives.holders