乐天堂app下载

Support Agreement. After 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 鈥淪upport Agreement鈥�), 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鈥檚 acquisition of the Shares, the Holder entered into certain written commitments with the Federal Reserve Board (the 鈥淧assivity Commitments鈥�). 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. After 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 D (the 鈥淪upport Agreement鈥�), 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鈥檚 acquisition of the Shares, the Holder entered into certain written commitments with the Federal Reserve Board (the 鈥淧assivity Commitments鈥�). 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. After depositing Support Agreement A consent and support agreement containing terms and conditions acceptable to the Certificates Company and Stock Powers the Initial Consenting Debentureholder will be entered into with the possession of Company by the Escrow AgentInitial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a 乐天堂app下载der Agreement (collectively, 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 鈥淪upport Agreement鈥�), committing the Holder to vote the Shares (or cause the Shares . Consenting Debentureholder Support The Support Agreement will contain customary support agreement provisions to be votedagreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting Obligations Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its 鈥淗oldings鈥�), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a) support, consent to and vote in favour of the Transaction in respect of its Holdings; (b) forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c) not take or support or encourage any legal or natural person (a 鈥淧erson鈥�) in favor taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of proposals the Transaction; (d) consent to approve the Merger non-payment of interest by the Company in respect of the Convertible Debentures while the Support Agreement is in effect; (e) support, consent to and take such actions as are necessary to effectuate any amendment, supplement, waiver or direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f) work cooperatively with the Company and its advisors to structure and implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of the Support Agreement, ; and (g) such other provisions as may be agreed and included in the merger Support Agreement. Support Obligations of VCB with and into FNBNC the Company The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, so long as the Support Agreement has not been terminated, among other transactions things, agree to: (a) support and take all reasonable actions necessary to implement the Transaction in accordance with a mutually agreed-upon schedule and as contemplated by this Term Sheet and the Merger Support Agreement; (b) take reasonable actions to oppose and object to any action by any Person seeking to object to, all as will be described delay, impede or take any other action to interfere with the approval or implementation of the Transaction; (c) not, directly or indirectly, modify the Transaction, in whole or in part, 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 manner that is inconsistent with the terms of this Agreement. FurtherTerm Sheet and the Support Agreement or commence any proceeding opposing any of the terms of this Term Sheet and the Support Agreement or otherwise take any action to obstruct or delay the consummation of the Transaction; (d) agree that all material transaction documents, FNB Court filings of the Company and FNBNC hereby acknowledge that, Court orders entered in connection with the Holder鈥檚 acquisition Transaction, as applicable, shall be satisfactory to the Majority Consenting Debentureholders; and (e) such other provisions as may be agreed and included in the Support Agreement; provided that notwithstanding anything to the contrary, the Company shall be permitted to receive a bona fide, unsolicited proposal and to negotiate a transaction in respect of such proposal if the board of directors of the Shares, the Holder entered into certain written commitments with the Federal Reserve Board Company (the 鈥�Passivity CommitmentsBoard鈥�), following receipt of advice from its outside legal and financial advisors, believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to result in a transaction more favourable to the Company and its stakeholders than the Transaction (a 鈥淪uperior Proposal鈥�). As provided in Transfers of Holdings Pursuant to the Passivity CommitmentsSupport Agreement, the Holder may not, individually or acting in concert with others, without the prior approval of the Federal Reserve Board or its staffeach Consenting Debentureholder shall agree to refrain from, directly or indirectly, vote the Shares selling, assigning, lending, pledging, mortgaging, disposing or take otherwise transferring (in each case a 鈥淭ransfer鈥�) any of its Holdings or any interest therein to any other action Person, except with the prior written consent of the Company, provided that if the Consenting Debentureholder manages the Holdings on behalf of a fund, such voting or other action would Consenting Debentureholder may Transfer such Holdings to another fund it manages without the prior consent of the Company, provided further that such Consenting Debentureholder shall remain bound by and subject to the Support Agreement in respect of such Holdings. Consenting Debentureholder Termination Rights The Support Agreement will contain applicable termination events to be among agreed between the matters enumerated in Company and the Passivity Commitments. FNB and FNBNC understand and agree that all voting and other commitments made Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any 乐天堂app下载der Agreements), including, without limitation, the following: (a) the occurrence of a material breach of the Support Agreement by the Holder Company that has not been cured (if susceptible to cure) five (5) business days after written notice to the Company of such material breach by the Initial Consenting Debentureholder; (b) the Company fails to meet any of the milestones set forth in this Term Sheet and the Support Agreement unless such failure is the result of any act, omission, or delay on the part of a Consenting Debentureholder; (c) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; and (d) such other termination event(s) as may be agreed and included in the Support Agreement. Company Termination Rights The Support Agreement are, will contain applicable termination events to be agreed between the Company and shall remain subject to, compliance the Initial Consenting Debentureholder with the commitments made by the Holder respect to the Federal Reserve Board Support Agreement (including, for certainty, any 乐天堂app下载der Agreements), including, without limitation, the following: (a) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; (b) the Convertible Debentures are paid in cash in full (including any and shall require all accrued and unpaid interest) prior to or on the prior written approval of Effective Date; (c) the Federal Reserve Board or its staff, acceptable to Transaction is not completed by a determined outside date; and (d) such other termination event(s) as may be agreed and included in the Holder in its reasonable discretionSupport Agreement.

Support Agreement. After depositing (a) The Fund shall complete the Certificates and Stock Powers into Redemption, without further act or formality, on the possession Redemption Date. (b) For the purposes of the Escrow Agentthis Section 6.9, 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 Unitholders who do not validly elect to FNB and FNBNC an agreement, substantially in the form attached hereto as Exhibit C (the 鈥淪upport Agreement鈥�), 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 have their Units redeemed by the Merger Agreement, all as will be described Fund or purchased by SEMHMP 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 accordance with the terms of this Agreementthe Transaction shall be deemed to have elected to have their Units redeemed by the Fund on the Redemption Date. (c) The Fund shall cause to be forwarded a cheque by first class mail or a wire transfer in Canadian currency representing the aggregate Unit Redemption Price per Unit required to be paid to each holder of Units pursuant to Section 6.9(a) and subject to Section 6.9(d) against delivery of certificates representing the Units redeemed, together with such documentation as may be requested by the Trustee or the Transfer Agent. FurtherPayments made by the Fund of the applicable aggregate Unit Redemption Price per Unit are conclusively deemed to have been made upon the mailing of a cheque in a postage prepaid envelope addressed to the holder of Units unless such cheque is dishonoured upon presentment or upon transmission of a wire transfer, FNB as applicable. Upon such payment, the Fund shall be discharged from all liability to the former holder of Units in respect of the Units so redeemed. Under no circumstances will interest be paid to any holder on any payment to be made hereunder, regardless of any delay in making such payment. (d) The Fund and FNBNC hereby acknowledge thatits agents shall be entitled to deduct and withhold from any consideration payable to any holder of Units as a consequence of the Redemption, such amounts as the Fund or any agent is required or permitted to deduct and withhold with respect to such payment under Applicable Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of Units in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. (e) Where the Fund redeems Units in connection with the Holder鈥檚 acquisition Redemption on the Redemption Date, the Trustee may, in its sole discretion, designate to the holders of Units any income or capital gain realized by the Fund as a result of the SharesTransaction and paid or made payable to the holders of Units upon the redemption of their Units. (f) Notwithstanding Section 6.7, all Units that are redeemed under Section 6.9 shall be cancelled as of 12:01 a.m. on the Redemption Date and such Units shall no longer be outstanding and shall not be reissued. (g) Following the Redemption Date, the Holder entered into certain written commitments Trustee shall undertake no activities except for those which the Trustee shall continue to be vested with and may exercise all or any of the Federal Reserve Board powers conferred upon the Trustee under this Trust Indenture. (h) The Trustee or any director or officer of the 鈥淧assivity Commitments鈥�). As provided in the Passivity Commitments, the Holder may not, individually or acting in concert with othersAdministrator is authorized, without the prior further notice to or approval of the Federal Reserve Board holder of Units, to approve such other amendments to this Trust Indenture as are in his, her or its staff, directly discretion necessary or indirectly, vote desirable in order to permit the Shares Redemption and as otherwise may be necessary or take any other action if such voting or other action would be among desirable in order to give effect to the matters enumerated in the Passivity Commitments. FNB Transaction and FNBNC understand and agree that all voting and other commitments made by the Holder in the Support Agreement areAgreement. 3. A new Section 6.10 shall be added, 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.as follows:

Support Agreement. After depositing Support Agreement A consent and support agreement containing terms and conditions acceptable to the Certificates Company and Stock Powers the Initial Consenting Debentureholder will be entered into with the possession of Company by the Escrow AgentInitial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a 乐天堂app下载der Agreement (collectively, 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 鈥淪upport Agreement鈥�), committing the Holder to vote the Shares (or cause the Shares . Consenting Debentureholder Support The Support Agreement will contain customary support agreement provisions to be votedagreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting Obligations Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its 鈥淗oldings鈥�), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a) support, consent to and vote in favour of the Transaction in respect of its Holdings; (b) forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c) not take or support or encourage any legal or natural person (a 鈥淧erson鈥�) in favor taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of proposals the Transaction; (d) consent to approve the Merger Agreement, the merger non-payment of VCB with and into FNBNC and the other transactions contemplated interest by the Merger Agreement, all as will be described Company in a proxy statement/prospectus sent to VCB shareholders along with notice respect of the dateConvertible Debentures while the Support Agreement is in effect; (e) support, time consent to and location of a special meeting take such actions as are necessary to effectuate any amendment, supplement, waiver or direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f) work cooperatively with the Company and its advisors to structure and implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of the shareholders expected to Support Agreement; and (g) such other provisions as may 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 agreed 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鈥檚 acquisition of the Shares, the Holder entered into certain written commitments with the Federal Reserve Board (the 鈥淧assivity Commitments鈥�). 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 included 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 Agreement. Support Obligations of the Federal Reserve Board or its staffCompany The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, acceptable so long as the Support Agreement has not been terminated, among other things, agree to: (a) support and take all reasonable actions necessary to implement the Holder Transaction in its reasonable discretion.accordance with a mutually agreed-upon schedule and as contemplated by this Term Sheet and the Support Agreement;