Shareholder Agreements. As a material inducement to Washington Federal to enter into this Agreement, and simultaneously with the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the “Shareholder Agreements”), pursuant to which they have agreed, among other things, to vote their shares of First Mutual Common Stock (as defined herein) in favor of this Agreement.
Shareholder Agreements. As a material inducement to PPBI to enter into this Agreement, and simultaneously with the execution of this Agreement, each Shareholder is entering into an agreement, substantially in the form attached hereto as Annex A (collectively, the “Shareholder Agreements”), pursuant to which they have agreed, among other things, both to vote their shares of HEOP Common Stock in favor of this Agreement and to not solicit the customers or employees of PPBI and Pacific Premier.
Shareholder Agreements. There are no agreements between the Company and any of the Company’s shareholders, or to the best knowledge of the Company, among any of the Company’s shareholders, which in any way affect any shareholder’s ability or right freely to alienate or vote such shares (except restrictions designed to provide compliance with securities laws).
Shareholder Agreements. Certain directors and certain officers who are shareholders of PNB, in their capacities as shareholders, in exchange for good and valuable consideration, have executed and delivered to Western shareholder agreements substantially in the form of Exhibit B hereto (the "Shareholder Agreements"), committing such persons, among other things, (i) to vote their shares of PNB Common Stock in favor of the Agreement at the PNB Meeting and (ii) to certain representations concerning the ownership of PNB Common Stock.
Shareholder Agreements. Each Shareholder, as a shareholder of Company Common Stock, shall execute and deliver to Parent simultaneously with the execution of this Agreement a Shareholder Agreement substantially in the form of Exhibit A hereto, committing each such person, among other things, to vote his or her shares of Company Common Stock in favor of the principal terms of the Merger at the Company Meeting and to certain representations and covenants.
Shareholder Agreements. Unless the shares of this Corporation are listed on a national securities exchange or are regularly quoted by licensed securities dealers and brokers, all the shareholders of this Corporation may enter into agreements relating to any phase of business and affairs of the Corporation and which may provide for, among other things, the election of directors of the Corporation in a manner determined without reference to the number of shares of capital stock of the Corporation owned by its shareholders, the determination of management policy, and division of profits. Such agreement may restrict the discretion of the Board of Directors and its management of the business of the Corporation or may treat the Corporation as if it were a partnership or may arrange the relationships of the shareholders in a manner that would be appropriate only among partners. In the event such agreement shall be inconsistent in whole or in part with the Articles of Incorporation and/or Bylaws of the Corporation, the terms of such agreement shall govem. Such agreement shall be binding upon any transferee of shares of this corporation provided such transferee has actual notice thereof or a legend referring to such agreement is noted on the face or back of the certificate or certificates representing the shares transferred to such transferee.
Shareholder Agreements. Except as contemplated by or disclosed in the Transaction Agreements, each Founder is not a party to and has no Knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Act or any equivalent law in another jurisdiction, or voting, of the securities of any Group Company.
Shareholder Agreements. As a condition to, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) identified on Exhibit E hereto is entering into an agreement, in the form of Exhibit A hereto (collectively, the “Shareholder Agreements”), pursuant to which each Shareholder has agreed, among other things, to vote his or her shares in favor of the principal terms of the Merger.
Shareholder Agreements. Assignor acknowledges that it is the parties' intention that the transactions contemplated by this Agreement be accounted for as a pooling of interests business combination and that each of the shareholders of Assignor may be deemed to be an "affiliate" of Assignor within the meaning of Rule 145 promulgated under the Securities Act. Accordingly, Assignor has delivered on the date hereof an agreement of each shareholder of Assignor wherein such shareholder covenants and agrees that he, she or it will not (i) take any action after the date hereof to cause the transactions contemplated hereby not to be accountable under the pooling of interests method of accounting, or (ii) sell, transfer, pledge, dispose of or otherwise part with any interest in or with respect to, or in any other manner reduce his, her or its investment risk with respect to, (A) any shares of capital stock of Assignor at any time prior to the Closing Date, and (B) any shares of the Company's stock received by such shareholder in connection with the transactions contemplated hereby or otherwise until such time as the Company publishes financial results covering at least 30 days of combined operations of the Company and Assignor or (iii) from the Closing Date until the time the Company publishes financial results covering at least thirty days of combined operations of the Company and Assignor, directly or indirectly sell or purchase or enter into any agreement, contract or arrangement to sell or purchase any put or call options or other derivative securities (including any short sales) with respect to shares of the Company's stock or enter into any other agreements, contracts or arrangements providing for the alteration of such shareholder's investment risk with respect to any shares of the Company's stock.