Common use of Shareholder Approvals Clause in Contracts

Shareholder Approvals. (a) The Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Plan.

Shareholder Approvals. (a) The Company agrees to (1) take take, in accordance with applicable law law, the rules of the Financial Industry Regulatory Authority, Inc., the Articles of Organization of Company and its Governing Documents the Bylaws of Company, all action necessary to convene a special meeting of its shareholders to consider and vote upon the holders approval of this Agreement and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Company Common Stock transactions contemplated hereby (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”)) and, as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b)5.09, shall take all lawful action to solicit such approval by such shareholders. Company agrees to use commercially reasonable efforts to convene the Company Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of this Plan by the Company’s shareholders. (b) The board of directors of Company shareholders at the Company has adopted resolutions recommending Meeting. The Board of Directors of Company shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of the Company the approval of this Planand shall not withhold, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify amend or modify such recommendation in any manner adverse to Parent Buyer or refuse to recommend the approval of this Plan and the take any other matters required to be approved action or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of such recommendation, except as and to the approval of this Plan extent expressly permitted by Section 5.09 (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters Agreement shall be submitted to the shareholders of the Company for their consideration at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation obligation. In the event that there is present at such meeting, in person or its obligations under Section 5.2(a); providedby proxy, howeversufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that if the board of directors failure to do so would result in a breach of the U.S. federal securities laws or fiduciary duties of Company’s Board of Directors. Company has effected a Change shall keep Buyer updated with respect to the proxy solicitation results in Recommendationconnection with the Company Meeting as reasonably required by Buyer. (b) Buyer agrees to take, then in accordance with applicable law, the board of directors rules of the Company may submit this Plan Financial Industry Regulatory Authority, Inc., the Articles of Organization of Buyer and the Bylaws of Buyer, all action necessary to convene a special meeting of its shareholders to consider and vote upon the Company’s shareholders without recommendation (although the resolutions adopting this Plan as approval of the date hereof may not issuance of shares of Buyer Common Stock in the Merger as contemplated by the Agreement and any other matters required to be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Companyapproved by Buyer’s shareholders in order to permit consummation of the transactions contemplated hereby (including any adjournment or postponement, the “Buyer Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Buyer agrees to use commercially reasonable efforts to convene the Buyer Meeting within forty-five (45) days following the time when the Registration Statement becomes effective. The Board of Directors of Buyer shall at all times prior to and during the Buyer Meeting recommend approval of this Agreement by the shareholders of Buyer and shall not withhold, withdraw, amend or an appropriate amendment modify such recommendation in any manner adverse to Company or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders take any Acquisition Proposal other than the Merger and the action or make any other transactions contemplated by this Plan.public statement inconsistent with such

Shareholder Approvals. (a) The Company agrees SouthTrust Board adopted this Agreement and the plan of merger it contains and adopted resolutions recommending as of the date hereof to SouthTrust's shareholders approval of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (1b) take The Wachovia Board adopted this Agreement and the plan of merger it contains and adopted resolutions recommending as of the date hereof to Wachovia's shareholders the approval of the plan of merger contained in this Agreement and any other matters required to be approved or adopted in order to effect the Merger and other transactions contemplated hereby. (c) The Wachovia Board and SouthTrust Board each will submit to its shareholders the plan of merger contained in this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Wachovia and SouthTrust each will take, in accordance with applicable law and its Governing Documents respective Constituent Documents, all action necessary to convene a meeting of the holders of the Company Common Stock its shareholders (including any meeting that occurs after any adjournment or postponement, the “Company "Wachovia Meeting”" and the "SouthTrust Meeting", respectively), as promptly as practicable, to consider and vote upon the approval of this Plan, the plan of merger as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Plan.such

Shareholder Approvals. (a) The Company agrees Cardinal will submit to (1) take in accordance with applicable law its shareholders this Agreement and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted by shareholders in order to carry out the intentions of this PlanAgreement. In furtherance of that obligation, Cardinal will take, in accordance with applicable Law and its Articles of Incorporation and Bylaws, all action necessary to call, give notice of, convene, and hold the Cardinal Shareholder Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. (b) Neither the Board of Directors of Cardinal nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Yadkin Valley, the approval or recommendation of such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Cardinal to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the board event that, prior to the adoption of directors this Agreement by the holders of Cardinal Common Stock, the Company Board of Directors of Cardinal determines in good faith that it has received a Superior Proposal and, after receipt of a written opinion from outside counsel, that the failure to accept the Superior Proposal would be reasonably likely to result in the Board of Directors of Cardinal breaching its fiduciary duties to Cardinal shareholders under applicable Law, the Board of Directors of Cardinal may (1subject to this and the following sentences) withdraw, modify, condition, qualify inform Cardinal shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in any manner adverse to Parent connection therewith withdraw or refuse to recommend the modify its approval or recommendation of this Plan Agreement and the other matters required Merger) (a “Subsequent Determination”), but only at a time that is after the fifth Business Day following Yadkin Valley’s receipt of written notice from Cardinal advising Yadkin Valley that the Board of Directors of Cardinal has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the Person making such Superior Proposal, and stating that Cardinal intends to be approved or adopted make a Subsequent Determination. After providing such notice, Cardinal shall provide Yadkin Valley reasonable opportunity during this five Business Day period to make such adjustments in order to carry out the intentions terms and conditions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference Agreement as would enable Cardinal to an Acquisition Proposal, that is inconsistent proceed with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as its shareholders without a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a)Subsequent Determination; provided, however, that if any such adjustment shall be at the board of directors discretion of the Company has effected a Change in Recommendation, then Parties at the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Plantime.

Shareholder Approvals. (a) Subject to Section 1.7(a) herein, the Company shall call the meeting of its shareholders to be held for the purpose of voting upon the Articles Amendment, the Acquisition Merger and related matters, as referred to in Section 1.7(a) hereof, as soon as practicable, but in no event later than sixty (60) days after the Registration Statement becomes effective under the 1933 Act, provided that Company shall receive an opinion dated within five (5) days of mailing the Prospectus/Proxy Statement that the Merger is fair to Company shareholders from a financial point of view. In connection with such meeting, the Company Board of Directors shall recommend approval of the Articles Amendment and the Merger, except as the fiduciary duties of the Company's Board of Directors may otherwise require. The Company agrees shall use its best efforts to (1) solicit from its shareholders proxies in favor of approval and to take in accordance with applicable law and its Governing Documents all other action necessary or helpful to convene secure a meeting vote of the holders of the shares of Company Common Stock (including any meeting that occurs after any adjournment or postponementcommon stock in favor of the Articles Amendment and the Merger, except as the “Company Meeting”), as promptly as practicable, to consider and vote upon fiduciary duties of the Boards of Directors may otherwise require. Immediately following receipt of approval of this Plan, as well as any other matters required to be approved the Articles Amendment by the Company’s shareholders for consummation 's shareholders, the Company shall take all other actions necessary to effectuate such amendment, including filing articles of amendment with the proper authorities of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval State of this Plan by the Company’s shareholdersKansas. (b) The board Notwithstanding the foregoing at Section 4.4(a), the Board of directors Directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this PlanCompany, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by its fiduciary obligations under applicable law. In , as determined in good faith by the Board of Directors based on the advice of independent counsel, may (subject to the following sentences) withdraw or modify its approval or recommendation of this Agreement or the Merger or approve or recommend any superior proposal (as defined below), or enter into an agreement with respect to such superior proposal, in each case at any time after the second business day following Commercial's receipt of written notice (in addition to the foregoing, notice specified in Section 4.3 herein) advising Commercial that the Board of Directors of the Company will not submit has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal (it being understood that any amendment to a superior proposal shall necessitate an additional two business day period). For purposes of this Agreement, "superior proposal" means any bona fide takeover proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50% of the shares of Company common stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of its financial advisor) to be more favorable to the vote of its shareholders any Acquisition Proposal other Company's stockholders than the Merger and for which financing, to the other transactions extent required, is then committed or which, in the good faith judgment of such Board of Directors, is reasonably capable of being financed by such third party. (c) Nothing contained in Sections 4.3 or 4.4 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by this PlanRule 14e-2(a) promulgated under the 1934 Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company based on the recommendation of independent counsel, failure to do so would be inconsistent with applicable laws.

Shareholder Approvals. (a) The Company agrees Seller shall submit to (1) take in accordance with applicable law its shareholders this Agreement and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this PlanAgreement. In furtherance of that obligation, Seller shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. The Seller’s Board shall recommend that its shareholders approve this Agreement in accordance with the GBCC (the “Seller Recommendation”) and shall include such recommendation in the proxy statement mailed to shareholders of Seller, except to the extent the Seller’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. The Company shall solicit and use its reasonable efforts to obtain the Requisite Seller Shareholder Vote. (b) Neither Seller’s Board nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the Seller Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to prior to the board Requisite Seller Shareholder Approval, the Seller’s Board may make an Adverse Recommendation Change if and only if: (i) the Seller’s Board determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of directors Section 7.3) that is a Superior Proposal; (ii) the Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, that a failure to accept such Superior Proposal would result in the Seller’s Board breaching its fiduciary duties to the Seller and its shareholders under applicable Law; (iii) the Seller’s Board provides written notice (a “Notice of Recommendation Change”) to Buyer of its receipt of the Company may Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (1and include a copy thereof with all accompanying documentation, if in writing) withdrawand identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, modifyexcept that, conditionin such case, qualify the five business day period referred to in any manner adverse this clause (iii) and in clauses (iv) and (v) shall be reduced to Parent or refuse three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Potential Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five business day period to recommend make such adjustments in the approval terms and conditions of this Plan Agreement as would enable the Seller Board to proceed without an Adverse Recommendation Change (provided, however, that the Buyer shall not be required to propose any such adjustments); and (v) the Seller’s Board, following such five business day period, again determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to the Seller and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the GBCC as determined by Seller after consultation with Seller’s outside counsel, Seller shall submit this Agreement to its shareholders at the Seller’s Shareholders’ Meeting even if the Seller’s Board has made an Adverse Recommendation Change, in which case the Seller’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of Seller in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer shall submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company MeetingAgreement. In furtherance of that obligation, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determinesBuyer shall take, in good faithaccordance with applicable law and its articles of incorporation and bylaws, after consultation with its outside legal advisorsall action necessary to call, that such action is required for the board of directors of the Company to comply with its fiduciary dutiesgive notice of, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendationconvene, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company hold Buyer’s Shareholders’ Meeting as promptly as practicable for the purpose of approving considering and voting on the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this PlanBuyer Share Issuance.

Shareholder Approvals. (a) The Company agrees Seller shall submit to (1) take in accordance with applicable law its shareholders this Agreement and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this PlanAgreement. In furtherance of that obligation, Seller shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. The Seller’s Board shall recommend that its shareholders approve this Agreement in accordance with the GBCC (the “Seller Recommendation”) and shall include such recommendation in the proxy statement mailed to shareholders of Seller, except to the extent the Seller’s Board has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. The Company shall solicit and use its reasonable efforts to obtain the Requisite Seller Shareholder Vote. (b) Neither Seller’s Board nor any committee thereof shall, except as expressly permitted by this Section, (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the Seller Recommendation or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, prior to prior to the board Requisite Seller Shareholder Approval, the Seller’s Board may make an Adverse Recommendation Change if and only if: (i) the Seller’s Board determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that it has received an Acquisition Proposal (that did not result from a breach of directors Section 7.3) that is a Superior Proposal; (ii) the Seller’s Board determines in good faith, after consultation with Seller’s outside counsel, that a failure to accept such Superior Proposal would result in the Seller’s Board breaching its fiduciary duties to the Seller and its shareholders under applicable Law; (iii) the Seller’s Board provides written notice (a “Notice of Recommendation Change”) to Buyer of its receipt of the Company may Superior Proposal and its intent to announce an Adverse Recommendation Change on the fifth business day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (1and include a copy thereof with all accompanying documentation, if in writing) withdrawand identifying the Person or Group making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, modifyexcept that, conditionin such case, qualify the five business day period referred to in any manner adverse this clause (iii) and in clauses (iv) and (v) shall be reduced to Parent or refuse three business days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Potential Change, Seller shall negotiate in good faith with Buyer (if requested by Buyer) and provide Buyer reasonable opportunity during the subsequent five business day period to recommend make such adjustments in the approval terms and conditions of this Plan Agreement as would enable the Seller Board to proceed without an Adverse Recommendation Change (provided, however, that the Buyer shall not be required to propose any such adjustments); and (v) the Seller’s Board, following such five business day period, again determines in good faith, after consultation with the Seller Financial Advisor and outside counsel, that that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to the Seller and its shareholders under applicable Law. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the GBCC as determined by Seller after consultation with Seller’s outside counsel, Seller shall submit this Agreement to its shareholders at the Seller’s Shareholders’ Meeting even if the Seller’s Board has made an Adverse Recommendation Change, in which case the Seller’s Board may communicate the Adverse Recommendation Change and the basis for it to the shareholders of Seller in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer shall submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company MeetingAgreement. In furtherance of that obligation, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determinesBuyer shall take, in good faithaccordance with applicable law and its articles of incorporation and bylaws, after consultation with its outside legal advisorsall action necessary to call, that such action is required for the board of directors of the Company to comply with its fiduciary dutiesgive notice of, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendationconvene, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company hold Buyer’s Shareholders’ Meeting as promptly as practicable for the purpose of approving considering and voting on the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this PlanBuyer Share Issuance.

Shareholder Approvals. (a) The Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock its shareholders (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the adoption and approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval adoption of this Plan, and the board of directors of the Company will shall recommend to the shareholders of the Company the approval adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent condition or refuse to recommend the approval adoption of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, faith after consultation with its outside financial and legal advisors, that the failure to take such action is required for the board of directors of the Company to comply with would breach its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C)obligations under applicable law. Notwithstanding any Change in Recommendationthe foregoing, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); obligation, provided, however, that if the board of directors of the Company has effected a Change shall have withdrawn, modified, conditioned or refused to recommend the adoption of this Plan and such other matters in Recommendationaccordance with the terms of this Plan, then in submitting this Plan to the Company’s shareholders, the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Proxy Statement (as defined in Section 5.3(a)) or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Plan.

Shareholder Approvals. (a) The Company agrees Seller will submit to (1) take in accordance with applicable law its shareholders this Agreement and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted by shareholders in order to carry out the intentions of this PlanAgreement. In furtherance of that obligation, Seller will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Seller Shareholder Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. (b) Neither the board of directors of Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the approval or recommendation of such board of directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the board of directors of the Company may (1) withdrawSeller determines in good faith that it has received a Superior Proposal and, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval after receipt of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposala written opinion from outside counsel, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described failure to accept the Superior Proposal would result in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determinesSeller breaching its fiduciary duties to Seller shareholders under applicable Law, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of Seller may (subject to this and the Company following sentences) inform Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to comply with this Section) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its fiduciary dutiesapproval or recommendation of this Agreement and the Merger) (a “Subsequent Determination”), provided but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the board of directors of Seller has received a Superior Proposal specifying the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan material terms and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company conditions of such obligation or Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the terms and conditions of this Agreement as would enable Seller to proceed with its obligations under Section 5.2(a)recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, Seller shall submit this Agreement to its shareholders at its Shareholders’ Meeting even if the board of directors of Seller determines at any time after the Company has effected a Change date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in Recommendation, then which case the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company Seller may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement Proxy Statement/Prospectus or an any appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Planthereto.

Shareholder Approvals. (a) The Company agrees Seller will submit to (1) take in accordance with applicable law its shareholders this Agreement and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted by shareholders in order to carry out the intentions of this PlanAgreement. In furtherance of that obligation, Seller will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene, and hold the Seller's Shareholders’ Meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. (b) Neither the board of directors of Seller nor any committee thereof shall (i) except as expressly permitted by this Section, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the approval or recommendation of such board of directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement, or other document, instrument, or agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the holders of Seller Common Stock, the board of directors of Seller determines in good faith that it has received a Superior Proposal and that the Company failure to accept the Superior Proposal would result in the board of directors of Seller breaching its fiduciary duties to Seller shareholders under applicable Law, the board of directors of Seller may (1subject to this and the following sentences) withdraw, modify, condition, qualify inform Seller shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this Section) approve or recommend a Superior Proposal (and in any manner adverse to Parent connection therewith withdraw or refuse to recommend the modify its approval or recommendation of this Plan Agreement and the Merger) (a “Subsequent Determination”), but only at a time that is after the fifth business day following Buyer’s receipt of written notice advising Buyer that the board of directors of Seller has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Seller shall provide Buyer reasonable opportunity during this five business day period to make such adjustments in the terms and conditions of this Agreement as would enable Seller to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of the Parties at the time. Notwithstanding any other provision of this Agreement, except to the extent prohibited by the SCBCA determined by Seller after consultation with Seller’s counsel, Seller shall submit this Agreement to its shareholders at the Seller's Shareholders’ Meeting even if the board of directors of Seller determines at any time after the date hereof that it is no longer advisable or recommends that Seller shareholders reject it, in which case the board of directors of Seller may communicate the basis for its lack of recommendation to the shareholders in the Proxy Statement/Prospectus or any appropriate amendment or supplement thereto. (c) Buyer will submit to its shareholders this Agreement and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company MeetingAgreement. In furtherance of that obligation, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determinesBuyer will take, in good faithaccordance with applicable law and its articles of incorporation and bylaws, after consultation with its outside legal advisorsall action necessary to call, that such action is required for give notice of, convene, and hold the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Buyer's Shareholders' Meeting as promptly as practicable for the purpose of approving the Plan considering and such other matters voting on approval and nothing contained herein shall be deemed to relieve the Company adoption of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommendation, then the board of directors of the Company may submit this Plan to the Company’s shareholders without recommendation (although the resolutions adopting this Plan as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Registration Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company will not submit to the vote of its shareholders any Acquisition Proposal other than the Merger Agreement and the other transactions contemplated by provided for in this PlanAgreement.

Shareholder Approvals. (a) The Each of Parent and the Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene shall call a meeting of its shareholders (the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, “Parent Meeting” and the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required ,” respectively) to be approved by held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining, in the case of the Company’s shareholders for consummation , the Requisite Company Vote and, in the case of the MergerParent, the Requisite Parent Vote and (2) subject to Section 5.2(b)Requisite Amendment Vote, take all lawful action to solicit the approval of this Plan by the Company’s shareholders.and, if so desired and mutually (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, subject to and in compliance with Section 6.12, prior to receipt of the board Requisite Company Vote, in the case of directors the Company, or the Requisite Parent Vote, in the case of Parent, the Board of Directors of the Company may (1) withdrawor Parent, modifyafter consultation its outside counsel and, conditionwith respect to financial matters, qualify its financial advisor, determines in any manner adverse good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to Parent or refuse continue to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company MeetingBoard Recommendation or the Parent Board Recommendation, or as the case may be, to its shareholders (and, in reference the event such determination is made by the Board of Directors of the Company in response to an Acquisition Proposal, that is inconsistent with its recommendation the Board of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors Directors of the Company has effected a Change in Recommendationtaken into account the expected timing of and regulatory conditions related to such Acquisition Proposal), then the board of directors of the Company or Parent and its respective Board of Directors, as the case may be, may submit this Plan Agreement and the transactions contemplated hereby to the Company’s its respective shareholders without recommendation or otherwise effect a Recommendation Change (although the resolutions adopting this Plan Agreement as of the date hereof may not be rescinded or amended), in which event the board Company or Parent and its respective Board of directors of Directors, as the Company case may be, may communicate the basis for its lack of a recommendation Recommendation Change to the Company’s its shareholders in the Registration Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing; provided, the Company will not submit to the vote that neither party nor its Board of its shareholders any Acquisition Proposal other than the Merger and the other transactions contemplated by this Plan.Directors