Voting and Other Matters. At any meeting of creditors or in the event of any Proceeding involving any Loan Party, the Subordinated Creditors shall retain the right to vote, file a proof of claim, and otherwise act with respect to the Subordinated Debt (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), provided that the Subordinated Creditors shall not take any such action which is inconsistent with the provisions of this Agreement and shall not initiate or prosecute any claim or action in such Proceeding challenging the enforceability of this Agreement, the enforceability, validity or priority of the Senior Debt, or the enforceability, validity, perfection or priority of any Liens securing the Senior Debt. In the event any Subordinated Creditor fails to execute, verify, deliver, and/or file any proofs of claim in respect of its Subordinated Debt in connection with any such Proceeding prior to five (5) days before the expiration of the time to file any such proof of claim or fails to vote any such claim in any such Proceeding prior to five (5) days before the expiration of the time to vote any such claim, each such Subordinated Creditor hereby irrevocably authorizes, empowers, and appoints the Senior Creditor Representative as such Subordinated Creditor’s agent and attorney-in-fact to execute, verify, deliver, and file such proofs of claim and vote such claim in any Proceeding to the extent permitted by applicable law; provided the Senior Creditor Representative shall have no obligation to do so or to exercise any such authority with respect to the claims of any Subordinated Creditor and, if the Senior Creditor Representative elects to exercise such authority, the Senior Creditor Representative may do so in a manner consistent with the sole interest of the Senior Creditors and shall have no duty to take any action to maximize any Subordinated Creditor’s recovery with respect to its claims on the Subordinated Debt owing to it. In the event that the Senior Creditor Representative votes any claim in accordance with the authority granted hereby, the relevant Subordinated Creditor shall not be entitled to change or withdraw such vote.
Voting and Other Matters. Each of the Directors will vote or cause to be voted all shares of Bank common stock that he or she beneficially owns, with power to vote or direct the voting of (the "Shares"), in favor of approval of the Merger Agreement and the Merger. In addition, each of the Directors will (a) recommend to the shareholders of North Side that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to North Side and its shareholders.
Voting and Other Matters. Each Shareholder will vote or cause to be voted all shares of the Holding Company’s common stock that such Shareholder beneficially owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, each Shareholder who is a director of the Holding Company (“Director”) will (a) recommend to the shareholders of the Holding Company that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors’ fiduciary duties to the Holding Company and its shareholders.
Voting and Other Matters. At any meeting of creditors or in the event of any Proceeding involving the Borrower, the Subordinated Creditor shall retain the right to vote, file a proof of claim and otherwise act with respect to the Subordinated Debt (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), provided that the Subordinated Creditor shall not initiate, prosecute or participate in, or encourage any other Person to initiate or prosecute or participate in, any claim or action in such Proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt, this Agreement, or any liens and security interests securing the Senior Debt. In the event the Subordinated Creditor fails to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt in connection with any such Proceeding prior to 5 days before the expiration of the time to file any such proof, the Subordinated Creditor hereby irrevocably authorizes, empowers and appoints the Agent its agent and attorney-in-fact to execute, verify, deliver and file (but not vote) such proofs of claim in any such Proceeding; provided the Agent shall have no obligation to exercise any such authority with respect to the Subordinated Creditor's claim.
Voting and Other Matters. At any meeting of creditors or in the event of any Proceeding involving a Subject Party, the Junior Creditor shall retain the right to vote, file a proof of claim and otherwise act with respect to the Junior Debt (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), provided that the Junior Creditor shall not initiate or prosecute any claim or action in such Proceeding challenging the enforceability of the Senior Debt, this Agreement, or any liens and security interests (and the priority thereof) securing the Senior Debt. In the event the Junior Creditor fails to execute, verify, deliver and file any proofs of claim in respect of the Junior Debt in connection with any such Proceeding prior to 15 days before the expiration of the time to file any such proof or fails to vote any such claim in any such Proceeding prior to five days before the expiration of the time to vote any such claim, the Junior Creditor hereby irrevocably authorizes, empowers and appoints the Senior Creditor its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim and vote such claim in any such Proceeding; provided (i) if following the filing of any such proof of claim, the Junior Creditor timely files a proper proof of claim, then such filing by the Junior Creditor shall be deemed to control and supersede any such previous filing by the Senior Creditor and, upon the written request of the Junior Creditor, the Senior Creditor will withdraw such previous filing and (ii) the Senior Creditor shall have no obligation to exercise any such authority with respect to the Junior Creditor’s claim.
Voting and Other Matters. Each Director/Officer and Principal Shareholder will vote or cause to be voted all shares of NWB's common stock that he beneficially owns, with power to vote or direct the voting of (the "SHARES"), in favor of approval of the Merger Agreement and the Transaction. In addition, each Director/Officer will (a) actively support the Transaction, including in his or her interactions with NWB's shareholders; (b) recommend to the shareholders of NWB that they approve the Merger Agreement, and (c) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to NWB and its shareholders.
Voting and Other Matters. Each of the Directors will vote or cause to be voted all shares of Snake River's common stock that he or she beneficially owns, with power to vote or direct the voting of (the "SHARES"), in favor of approval of the Merger Agreement and the Transaction. In addition, each of the Directors will (a) recommend to the shareholders of Snake River that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to Snake River and its shareholders.
Voting and Other Matters. Each Shareholder will vote or cause to be voted all shares of FNBR’s common stock that such Shareholder beneficially owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, each Shareholder who is a director of FNBR (“Director”) will (a) recommend to the shareholders of FNBR that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors’ fiduciary duties to FNBR and its shareholders.
Voting and Other Matters. Each of the undersigned individuals shall vote all shares of NorthWest's common stock which he or she is entitled to vote in favor of approval of the Merger Agreement and the Merger, unless the Merger Agreement has been terminated before a meeting of NorthWest shareholders (the "Meeting") is held for purposes of voting on the Merger Agreement. In addition, each of the undersigned individuals will recommend to the shareholders of NorthWest that they approve the Merger Agreement, and refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, a director's fiduciary duties to NorthWest and its shareholders.
Voting and Other Matters. Each of the undersigned individuals will vote or cause to be voted all shares of MBHC’s common stock that he or she beneficially owns, with power to vote or direct the voting of (the “Shares”), in favor of approval of the Merger Agreement and the Merger. In addition, each of the undersigned individuals who is a director of MBHC will (a) recommend to the shareholders of MBHC that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, a director’s fiduciary duties to a corporation and its shareholders. The requirements of this Section 1 will continue until the earlier of the closing of the Merger or the termination of the Merger Agreement.
