|
VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 13, 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, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any
kind to which such CNB Stockholder is a party or by which such CNB
Stockholder or any of such CNB Stockholder’s properties or
assets may be bound, or (C) violate any order, writ, injunction,
decree, judgment, order, statute, rule or regulation applicable to
such CNB Stockholder or any of such CNB Stockholder’s
properties or assets.
(d) No Encumbrances . Such CNB
Stockholder’s Shares and Company Options (and the
certificates representing such Shares and Company Options)
ar
|
