Exhibit 99.1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of
December , 2006 (this “ Agreement
”), among SANDY SPRING BANCORP, INC., a Maryland corporation
and a registered bank holding company (“ Bancorp
”), and each stockholder who is a signatory hereto (each a
“ CNB Stockholder ”, and collectively, the
“ CNB Stockholders ”).
WHEREAS, concurrently with the
execution and delivery of this Agreement, Bancorp and CN Bancorp,
Inc., a Maryland corporation and a registered bank holding company
(“ CNB ”) are entering into an Agreement and
Plan of Merger dated as of the date hereof (the “ Merger
Agreement ”), which provides, among other things, that
CNB will merge with and into Bancorp (the “ Merger
”). Capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger
Agreement.
WHEREAS, as of the date hereof, each
CNB Stockholder is the record and Beneficial Owner of the number of
Company Shares and Company Options set forth opposite such CNB
Stockholder’s name on Schedule I hereto.
WHEREAS, as an inducement and a
condition to entering into the Merger Agreement, Bancorp has
required that the CNB Stockholders agree, and the CNB Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
SECTION 1. Definitions
. For purposes of this Agreement:
(a)
“ Beneficially Own
” or “ Beneficial Ownership ” with respect
to any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”)), including pursuant to any
agreement, arrangement or understanding, whether or not in
writing. Without duplicative counting of the same securities
by the same holder, securities Beneficially Owned by a Person shall
include securities Beneficially Owned by all other Persons with
whom such Person would constitute a “group” as within
the meanings of Section 13(d)(3) of the Exchange Act.
(b)
“ Material Adverse
Effect ” shall mean any change, event, circumstance,
occurrence or effect that (i) either individually or in the
aggregate with all other such changes, effects, events and
occurrences is materially adverse to the Merger and/or the
transactions contemplated by this Agreement and/or the Merger
Agreement or (ii) does or is reasonably likely to adversely affect
the ability of any Person to perform its obligations under this
Agreement and/or the Merger Agreement or to consummate the
transactions contemplated hereby or thereby.
(c)
“ Shares ” shall
mean all Company Shares Beneficially Owned by a CNB Stockholder on
the date hereof, together with any additional Company Shares
acquired by a CNB Stockholder after the date hereof and prior to
the Effective Time (including, without limitation, shares acquired
by way of exercise of Company Options or other rights to purchase
Company Shares or by way of dividend, distribution, exchange,
merger, consolidation, recapitalization, reorganization, stock
split or otherwise). In the event of a stock dividend or
distribution, or any change in the Company Shares by reason of any
stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term “ Shares ” shall
be deemed to refer to and include the Company Shares as well as all
such stock dividends and distributions and any shares into which or
for which any or all of the Company Shares may be changed or
exchanged. Schedule I hereto sets forth opposite each
CNB Stockholder’s name the number of Shares and Company
Options Beneficially Owned by such CNB Stockholder.
SECTION 2. Agreement to
Vote Shares . Each CNB Stockholder hereby agrees that
during the period commencing on the date hereof and continuing
until the termination of this Agreement, at any meeting of the
stockholders of CNB, however called, or in connection with any
written consent of the stockholders of CNB, such CNB Stockholder
shall vote (or cause to be voted) all Shares held of record or
Beneficially Owned by such CNB Stockholder, whether currently owned
or hereafter acquired, (i) in favor of the Merger, the execution
and delivery by CNB of the Merger Agreement, and the approval of
the terms thereof and each of the other actions contemplated by the
Merger Agreement and this Agreement and any actions required in
furtherance thereof and hereof; (ii) against any action or
agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
CNB under the Merger Agreement; and (iii) except as otherwise
agreed to in writing in advance by Bancorp, 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 or other business combination
involving CNB; (B) a sale, lease or transfer of a material amount
of assets of CNB, or a reorganization, recapitalization,
dissolution or liquidation of CNB; (C) (1) any change in a majority
of the persons who constitute the board of directors of CNB; (2)
any change in the present capitalization of CNB or any amendment of
CNB’s Articles of Incorporation or Bylaws; (3) any other
material change in CNB’s corporate structure or business; or
(4) any other action which is intended, or could reasonably be
expected, to impede, interfere with, delay or postpone the Merger
or otherwise have a Material Adverse Effect. Each CNB
Stockholder agrees that it shall not enter into any agreement or
understanding with any Person the effect of which would be
inconsistent with or violate any of the provisions and agreements
contained in this Section 2. Each CNB Stockholder
acknowledges receipt and review of a copy of the Merger
Agreement.
SECTION 3. Grant of Proxy
. Each CNB Stockholder hereby grants to Bancorp a proxy to
vote the Shares of such CNB Stockholder solely as to the matters
set forth in Section 2(i) through (iii). Each CNB Stockholder
intends such proxy to be irrevocable and coupled with an interest
and will take such further action or execute such other instruments
as may be necessary to effectuate the intent of such proxy.
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of any CNB Stockholder, and any
obligation of the CNB Stockholders under this Agreement shall be
binding upon the heirs, personal representatives, successors and
assigns of such CNB Stockholders.
SECTION 4. Representations
and Warranties; Other Covenants . Each CNB Stockholder
hereby represents and warrants to Bancorp as follows:
(a)
Ownership of Shares and Company
Options . Such CNB
Stockholder is either (i) the record and Beneficial Owner of, or
(ii) the Beneficial Owner but not the record holder of, the number
of Shares and Company Options set forth opposite such CNB
Stockholder’s name on Schedule I hereto. On the
date hereof, the Shares and Company Options set forth opposite such
CNB Stockholder’s name on Schedule I hereto constitute
all of the Shares and Company Options (or other rights to acquire
Company Shares) owned of record and/or Beneficially Owned by such
CNB Stockholder. Such CNB Stockholder has the requisite
voting power and the requisite power and authority to issue
instructions with respect to the matters set forth in Sections 2
and 3 hereof, the sole power of disposition, the sole power of
conversion, the sole power to demand appraisal rights and the sole
power to agree to all of the matters set forth in this Agreement,
in each case with respect to all of the Shares and Company Options
set forth opposite such CNB Stockholder’s name on Schedule
I hereto, with no limitations, qualifications or restrictions
on such rights, subject to applicable securities laws and the terms
of this Agreement.
(b)
Power; Binding
Agreement . Such
CNB Stockholder has the legal capacity, power and authority to
enter into and perform all of such CNB Stockholder’s
obligations under this Agreement. This Agreement has been
duly authorized and has been duly and validly executed and
delivered by such CNB Stockholder and constitutes a valid and
binding agreement of such CNB Stockholder, enforceable against such
CNB Stockholder in accordance with its terms. There is no
beneficiary or holder of a voting trust certificate or other
interest of any trust of which such CNB Stockholder is trustee
whose consent is required for the execution and delivery of this
Agreement or the consummation by such CNB Stockholder of the
transactions contemplated hereby.
(c)
No Conflicts
. That (i) no filing with, and
no permit, authorization, consent or approval of, any third party
(including, without limitation, any Governmental Authority) is
necessary for the execution of this Agreement by such CNB
Stockholder and the consummation by such CNB Stockholder of the
transactions contemplated hereby and (ii) none of the execution and
delivery of this Agreement by such CNB Stockholder, the
consummation by such CNB Stockholder of the transactions
contemplated hereby or compliance by such CNB Stockholder with any
of the provisions hereof shall (A) conflict with or result in any
breach of any applicable organizational documents applicable to
such CNB Stockholder, (B) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage,
indenture, license
