Shareholder Approval of Exchange. ​ shall hold a special meeting of the shareholders of ​ within 60 days of the date hereof, or at such other date that Broadridge Financial Solutions, Inc. recommends for timely processing of materials for the special meeting, at which ​ shall present to its shareholders a proposal for approval of the Exchange. In the event the Exchange is not approved at such shareholder meeting, ​ shall hold an additional shareholder meeting, within 90 days of the first such shareholder meeting, at which ​ shall present to shareholders a proposal for approval of the Exchange. Until such time as the Exchange is approved by shareholders of ​, ​ shall continue to hold shareholder meetings, each held within 90 days of the prior shareholder meeting. In the event that the Exchange has not been approved by shareholders of ​ within 60 days of the date hereof as a result of gross negligence by ​ (the “Shareholder Approval Deadline”), then, in addition to any other rights ​ may have hereunder or under applicable law, ​ shall pay to ​ on each 45-day anniversary of the Shareholder Approval Deadline (if such shareholder approval has not been obtained) until such shareholder approval has been obtained as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Stated Value (as defined in the Certificate of Designations) of the Series L Preferred Shares for each month past the Shareholder Approval Deadline that the shareholder approval has not been obtained (pro-rated for any partial month in which such shareholder approval has not been obtained), provided, however, ​ shall not pay to ​ more than 12.0% of the aggregate Stated Value (as defined in the Certificates of Designations) of the Series L Preferred Shares pursuant to this Agreement.

Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.

This Plan shall be subject to approval by the shareholders of the Company within 12 months from the date the Plan is adopted by the Company’s Board for any and all intended Incentive Stock Options granted hereunder. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws. The Administrator may grant Awards under this Plan prior to approval by the shareholders, however, until such approval is obtained, all Option Awards granted under this Plan shall be deemed Non-Qualified Stock Options. In the event that shareholder approval is not obtained within the 12 month period provided above, all Incentive Stock Option Awards previously granted under this Plan shall be deemed Non-Qualified Stock Options.

Shareholder Approval. The ​ Voting Proposal shall have been approved at the ​ Meeting, at which a quorum is present, by two-thirds or greater of the ​ shares issued and outstanding (the “Required ​ Shareholder Vote”); and ​ shall have caused the certified vote tabulation(s) required by [Section 6.3(b)] of this Agreement to be delivered to the Bank.

Shareholder Approval. NOVA Shareholder Approval shall have been obtained.

Shareholder Approval. This Plan became effective following its adoption by the Board and its approval by the Company’s shareholders on ​.

Shareholder Approval and Termination. This Plan shall not be effective until it is approved by the affirmative vote of the holders of a majority of the Company’s securities present and entitled to vote at a meeting duly held in accordance with the applicable laws of Delaware. It shall terminate on ​, provided, however, that the Board may at any time amend, suspend or terminate the Plan. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall have been theretofore granted, adversely affect the rights of such Participant under such Award.

without shareholder approval, if shareholder approval is required under applicable laws, regulations or exchange requirements (including Section 422 of the Code with respect to ISOs.

If the Shareholder Approval is received and the Second Exchange is completed, from and until the 75th day after the Second Exchange, neither the Company nor any of its subsidiaries shall, directly or indirectly, effect any Subsequent Placement.