Exhibit 99.2
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AGREEMENT TO VOTE SHARES
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This AGREEMENT TO VOTE SHARES, dated as of December 1, 2003 (the
"Agreement") is by and between BB&T CORPORATION, a North Carolina corporation
("BB&T") and _________________________ as a member of the Board of Directors and
shareholder (the "Shareholder") of REPUBLIC BANCSHARES, INC., a corporation
chartered under the laws of the State of Florida with its principal office at
St. Petersburg, Florida ("Republic");
R E C I T A L S:
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BB&T and Republic have entered into an Agreement and Plan of Reorganization
dated this date (as the same may be amended or supplemented, the "Merger
Agreement") providing for the merger of Republic into BB&T (the "Merger"), upon
the terms and subject to the conditions set forth in the Merger Agreement.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement.
The Shareholder is a member of the Board of Directors of Republic and is
the record or beneficial owner of __________ shares of Republic Common Stock
(the Shareholder's "Existing Shares" and, together with any shares of Republic
Common Stock acquired after the date hereof, whether upon the exercise of Rights
or otherwise, such Shareholder's "Shares").
As an inducement and a condition to entering into the Merger Agreement,
BB&T has required that the Shareholder enter into this Agreement.
The Shareholder and BB&T desire to set forth their agreement with respect
to the voting of the Shares in connection with the Merger upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AGREEMENT TO VOTE. The Shareholder agrees that, from and after the date
hereof and until this Agreement shall have been terminated in accordance with
Section 5, at any meeting of the holders of Republic Common Stock, however
called, and at any adjournment thereof, or in connection with any written
consent of the holders of Republic Common Stock, the Shareholder shall vote (or
cause to be voted) the Shareholder's Shares (i) in favor of adoption and
approval of the Merger Agreement and
the Plan of Merger and of approval of each of the other actions
contemplated by the Merger Agreement and (ii) except as otherwise agreed to in
writing in advance by BB&T, against the following actions (other than the Merger
and the transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation, share
exchange or other business combination involving Republic or any Republic
Subsidiary, (B) a sale, lease or transfer of a material amount of assets of
Republic or any Republic Subsidiary, or a reorganization, recapitalization,
dissolution or liquidation of Republic or any Republic subsidiary; (C) any
change in a majority of the persons who constitute the Board of Directors of
Republic; (D) any material amendment of the Articles of Incorporation or Bylaws
of Republic; or (E) any other action involving Republic or any Republic
Subsidiary which results in the breach by Republic of a representation, warranty
or covenant in the Merger Agreement or which has the effect of impeding,
interfering with, delaying, postponing, or impairing the ability of Republic to
consummate the Merger or the transactions contemplated in the Merger Agreement.
Notwithstanding the foregoing, nothing contained herein shall be construed to
require the Shareholder, or any Person controlled by the Shareholder, to take
any action or fail to take any action that the Shareholder or such Person
determines in good faith, after consulting with legal counsel, would be in
violation of any applicable law or legal duty. The Shareholder shall not enter
into any agreement or understanding with any person or entity prior to the
termination of this Agreement to vote the Shareholder's Shares in any manner
inconsistent herewith.
2. RETENTION OF SHARES. The Shareholder agrees that he or she will
not, prior to termination of this Agreement in accordance with Section 5,
convey or otherwise transfer or dispose of any of the Shareholder's Shares
or Rights, or any interest therein, including the right to vote any Shares,
except (1) for Shares transferred in connection with the so-called
"cashless exercise" of Stock Options to the extent permitted by the
applicable Plan and/or award agreement to be so used in connection with
such exercise and (2) with the consent of BB&T (which consent shall not be
unreasonably withheld).
3. REPRESENTATIONS AND WARRANTIES. The Shareholder represents and warrants
that he or she has the power, acting individually, to vote the Existing Shares
without restriction or limitation, that no other person has any right to vote
the Existing Shares by agreement, by operation of law or otherwise, and that the
Existing Shares are not subject to any restriction, encumbrance or rights which
would give any other person the right or power to vote all or any of the Shares,
except, in each case, for Existing Shares (which in no event shall exceed 0.5%
of the outstanding shares of Republic Common Stock) held by the Shareholder as
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trustee or in a similar capacity the voting power for which may reside or
be shared with a co-trustee or beneficiary or similar beneficial owner of
the Existing Shares.
4. ACKNOWLEDGMENT. The Shareholder acknowledges that BB&T has agreed
to enter into the Merger Agreement partially in reliance on the obligations
herein of the Shareholder, and that the Shareholder's execution of this
Agreement was a material inducement to BB&T's execution of the Merger
Agreement. The Shareholder further acknowledges that damages may not be an
adequate remedy in the event that the Shareholder breaches this Agreement,
and that such a breach will cause irreparable harm to BB&T for which there
will be no adequate remedy at law. Accordingly, BB&T shall be entitled, in
addition to its other remedies at law, to specific performance of this
Agreement if the Shareholder shall refuse to comply with his or her
obligations hereunder.
5. TERMINATION. This Agreement shall terminate at the Effective Time
of the Merger or earlier date of termination of the Merger Agreement in
accordance with its terms.
6. BINDING ON SUCCESSORS. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and
the heirs, successors and assigns of the Shareholder and the successors and
assigns of BB&T. No party hereto may assign any rights or obligations
hereunder to any other person, except upon the prior written consent of
each other party.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina, without regard to
the principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed or caused this Agreement to be executed in counterparts,
all as of the day and year first above written.
BB&T CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
SHAREHOLDER
____________________________________
Print name:_________________________
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