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Support Agreement.ĚýFunding will, and MetLife will cause the Company to, (a) maintain the Support Agreement in full force and effect, and comply with the provisions thereof, and (b) not modify, supplement or waive any of its provisions without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that any modification, supplement or waiver that reduces or impairs the support provided to Funding shall require the approval of all Lenders.

Support Agreement.ĚýFrom the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the â€�Support Periodâ€�), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMB’s shareholders, however called, and in connection with any written consent of UMB’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB Equity Awards) or otherwise) (together with the Existing Shares, the “Sharesâ€�), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share Issuance, (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMB’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance or the UMB Articles Amendment, (D) against any Acquisition Proposal, and (E) against any action, proposal, transaction, agreement or amendment of the UMB Articles of Incorporation or UMB Bylaws, in each case of this clause (E), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB contained in the Merger Agreement, or of the Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergers. The Shareholder agrees to exercise all voting or other determination rights the Shareholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholder’s obligatio...

Support Agreement.ĚýSubject to Section 7.04(viii), the Borrower shall not, and shall not cause or permit the Parent to: (i) cancel or terminate the Support Agreement or (ii) amend or otherwise modify the terms of the Support Agreement, except for amendments and modifications that do not adversely affect the rights of the Lenders hereunder, in each case, without the prior written consent of the Lenders.

Support Agreement.ĚýThe Borrower shall have delivered to the ----------------- Administrative Agent a Support Agreement substantially in the form of Exhibit J, duly executed by the Grandparent and the Borrower (as the same may be amended from time to time, the "Support Agreement"). -----------------

Support Agreement.ĚýThe Company and Funding will maintain the Support Agreement in full force and effect, and comply with the provisions thereof, and will not modify, supplement or waive any of its provisions without the prior consent of the Administrative Agent (with the approval of the Required Lenders); provided that any modification, supplement or waiver that reduces or impairs the support provided to Funding shall require the approval of all Lenders.

Support Agreement.ĚýAfter depositing the Certificates and Stock Powers into the possession of the Escrow Agent, and promptly upon receipt of a written notice from the Escrow Agent confirming its possession of the Deposit required from FNB and FNBNC, the Holder shall execute and deliver to FNB and FNBNC an agreement, substantially in the form attached hereto as Exhibit C (the “Support Agreementâ€�), committing the Holder to vote the Shares (or cause the Shares to be voted) in favor of proposals to approve the Merger Agreement, the merger of VCB with and into FNBNC and the other transactions contemplated by the Merger Agreement, all as will be described in a proxy statement/prospectus sent to VCB shareholders along with notice of the date, time and location of a special meeting of the shareholders expected to be called by the VCB Board of Directors for the purpose of voting on the proposals. Notwithstanding, the Holder shall remain entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Shares for any purpose not inconsistent with the terms of this Agreement. Further, FNB and FNBNC hereby acknowledge that, in connection with the Holder’s acquisition of the Shares, the Holder entered into certain written commitments with the Federal Reserve Board (the “Passivity Commitmentsâ€�). As provided in the Passivity Commitments, the Holder may not, individually or acting in concert with others, without the prior approval of the Federal Reserve Board or its staff, directly or indirectly, vote the Shares or take any other action if such voting or other action would be among the matters enumerated in the Passivity Commitments. FNB and FNBNC understand and agree that all voting and other commitments made by the Holder in the Support Agreement are, and shall remain subject to, compliance with the commitments made by the Holder to the Federal Reserve Board and shall require the prior written approval of the Federal Reserve Board or its staff, acceptable to the Holder in its reasonable discretion.

Support Agreement.ĚýSubject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Support Agreement in accordance with the terms of the Merger Agreement and the Support Agreement. Each Rollover Investor shall comply with its/his obligations under the Support Agreement.

Support Agreement.ĚýThe District and CSEA agree that it is to their mutual benefit to encourage the resolution of differences through the meet and negotiation process. Therefore, it is agreed that the District and CSEA shall support this Agreement for its full term.

Support Agreement.ĚýVMware shall enforce its rights under Support Agreement in order to cause the Class A Shares or Class B Shares beneficially owned by Dell to be present for purposes of establishing a quorum and voted in favor of the approval of this Agreement, the Merger and each of the actions contemplated hereby, in respect of which approval of the Pivotal stockholders is required, in each case, in accordance with section 3 of the Support Agreement. Pivotal shall be a third party beneficiary of the Support Agreement for the purpose of causing VMware to enforce, through an action for specific performance pursuant to section 18(d) thereof, the provisions of sections 2, 3, 4 and 16 of the Support Agreement.