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Acquired Corporation | COLONIAL BANCGROUP, INC | Commercial Bankshares, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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AGREEMENT
This
Agreement (the “Agreement”) is made and entered
into as of January 23, 2007 by and between
_____________________________ (“Shareholder”), who
is a shareholder and may be an “Affiliate” of
Commercial Bankshares, Inc. (“Acquired
Corporation”) within the meaning of Rule 145 under the
Securities Act of 1933, as amended (the “1933
Act”), and The Colonial BancGroup
(“BancGroup”) with regard to the
following:
A.
Acquired Corporation and BancGroup have entered into an
Agreement and Plan of Merger, dated as of even date herewith
(the “Merger Agreement”), providing for the merger
of Acquired Corporation with and into BancGroup (the
“merger”) and for the payment of consideration of
Acquired Corporation shareholders in the form of BancGroup
common stock, par value $2.50 (the “BancGroup Common
Stock”).
B.
Shareholder has the power to vote or direct the voting of the
shares of Acquired Corporation common stock identified on
Annex I hereto (such shares, together with all shares of
Acquired Corporation common stock subsequently acquired by
Shareholder during the term of this Agreement being referred
to collectively as the “Shares”).
C.
In order to induce BancGroup to enter into the Merger
Agreement and in consideration of the substantial expenses
incurred and to be incurred by BancGroup in connection
therewith, Shareholder has agreed to enter into and perform
this Agreement solely in such person’s capacity as a
Shareholder of Acquired Corporation and not as a director
and/or officer of Acquired Corporation.
NOW
THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Agreement to Vote Shares .
Shareholder shall vote or cause to be voted the Shares in favor of
adoption and approval of the principal terms of the Merger
Agreement and the Merger and all transactions relating thereto and
against any business combination or other reorganization of any
kind involving Acquired Corporation or its subsidiaries with any
entity other than BancGroup at every meeting of Shareholders of
Acquired Corporation at which such matters are considered and at
every adjournment thereof, provided that the foregoing is subject
to Shareholder’s receipt of the Proxy Statement, as defined
in the Merger Agreement.
2.
Voting Trusts .
Shareholder agrees that Shareholder will not, nor will Shareholder
permit any entity directly or indirectly controlled by him or her,
to place any Shares in a voting trust or subject the Shares to any
agreement, arrangement or understanding with respect to voting of
the Shares inconsistent with this Agreement.
3.
Sales of Stock .
Shareholder agrees not to (i) make a “distribution”
within the meaning of Rule 145 under the 1933 Act of the BancGroup
Common Stock received by Shareholder in the Merger, or (ii) sell,
transfer or otherwise dispose of shares of BancGroup Common Stock
received by Shareholder in the Merger, except pursuant to all
applicable provisions of the 1933 Act and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
BancGroup, for a period of two years from the Effective Time, shall
timely file all reports required to be filed by it under the
Securities Act of 1934.
4.
Business Protection and Non-Competition .
Paragraphs 4.3 and 4.4 of the provisions of this Section 4 shall
apply only to those Directors who are not also Employees of an
Acquired Corporation Company and to Joseph Armaly. Neither
Shareholder nor any corporation, partnership, trust or other entity
controlled by Shareholder, directly or indirectly,
shall:
4.1
at
any time following the Effective Time of the Merger, without
the prior written consent of BancGroup, disclose confidential
information regarding Acquired Corporation or BancGroup to any
third parties, except as required by law, regulation or court
order, in the defense of litigation for which Acquired
Corporation or BancGroup may be liable, or in any actions
relating to this Agreement or the Merger Agreement and the
transactions contemplated hereby or thereby; or
4.2
for
the period of ten (10) years from the Effective Time engage in
any business which uses the name “Commercial Bankshares,
Inc.,” “Commercial Bank of Florida,” or
“Commercial Bank” or any name similar thereto or
any name which could be readily confused by the public with
such names.
4.3
for
a period of two years following the Effective Time of the
Merger, solicit, directly or indirectly, on its own behalf or
on behalf of any other person or entity, management personnel
employed by BancGroup or any of its subsidiaries immediately
after the Effective Time of the Merger for employment with any
other business.
4.4
for
a period of two years from the Effective Time of the Merger
(i) engage in the banking business (which term shall include
the business of savings and loan institutions, credit unions
and other such financial institutions but not the financial
planning or investment advisory business if not conducted as
an employee, consultant or agent of a financial institution)
other than on behalf of BancGroup or its affiliates within the
Designated Area (as hereinafter defined), (ii) directly or
indirectly own, manage, operate, control, be employed by, or
provide management or consulting services in any capacity to
any firm, corporation or other entity (other than BancGroup or
its affiliates) with respect to the conduct of banking
business in the Designated A
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