Form of Voting Agreement
This Voting Agreement (this Agreement) is dated as of June 25, 2019, among Valley National Bancorp, a New Jersey corporation and registered bank holding company (Valley), and the shareholder of Oritani Financial Corp., a Delaware corporation and registered savings and loan holding company (Oritani), executing this Agreement on the signature page hereto (the Shareholder).
A. Concurrently with the execution of this Agreement, Valley and Oritani have entered into an Agreement and Plan of Merger (the Merger Agreement) which provides, among other things, for the merger (the Merger) of Oritani with and into Valley upon the terms and subject to the conditions set forth therein.
B. As of the date hereof, the Shareholder is the record or Beneficial Owner (as defined below) of that number of Oritani Common Shares (as defined below) set forth below the Shareholders name on the signature page hereto.
C. As a condition to Valleys willingness to enter into and perform its obligations under the Merger Agreement, the Shareholder has agreed to enter into this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
I. CERTAIN DEFINITIONS
1.1. Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.
1.2. Other Definitions. For the purposes of this Agreement:
Oritani Common Share means a share of common stock, par value $0.01 per share, of Oritani, including for purposes of this Agreement all shares or other voting securities into which any Oritani Common Share may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom (including any dividends or distributions of securities which may be declared in respect of Oritani Common Shares).
Beneficial Owner or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended).
Transfer means, with respect to a security, the sale, grant, assignment, transfer, pledge, hypothecation, encumbrance, constructive sale, or other disposition of such security or the Beneficial Ownership thereof (including by operation of law), or the entry into of any contract, agreement or other obligation to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security.
II. SUPPORT OBLIGATIONS OF THE SHAREHOLDER
2.1. Agreement to Vote. The Shareholder irrevocably and unconditionally agrees that from and after the date hereof, at the Oritani Shareholders Meeting (whether annual or special, and at each adjourned or postponed meeting), the Shareholder will (x) appear at each such meeting or otherwise cause all of its Owned Shares, as hereinafter defined, to be counted as present thereat for purposes of calculating a quorum, and respond to each request by Oritani for written consent, if any, and (y) vote (or consent), or cause to be voted (or validly execute and return and cause consent to be granted with respect to), all of the Shareholders Oritani Common Shares Beneficially Owned by the Shareholder, and which the Shareholder has the power to vote or direct the voting of, as of the applicable record date (including any Oritani Common Shares that the Shareholder may acquire after the date hereof, the Owned Shares) and all other voting securities of or equity interests in Oritani: (i) in favor of the adoption of the Merger Agreement (whether or not recommended by the Board of Directors of Oritani), and (ii) against any action, agreement, transaction or proposal that (A) is made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, (B) relates to an Acquisition Proposal or Superior Proposal, or (C) could otherwise prevent, impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.
2.2. No Solicitation. The Shareholder agrees that it will comply with Section 5.3 of the Merger Agreement, which Section is incorporated by reference herein. The foregoing shall not restrict or limit the ability of any Person who is a director of Oritani from exercising the Shareholders fiduciary duties or to take any action in his or her capacity as a director of Oritani.
2.3. Restrictions on Transfer. Except as otherwise agreed to by Valley, the Shareholder agrees that, from and after the date hereof, to not (a) tender into any tender or exchange offer or otherwise directly or indirectly Transfer any Owned Shares (or any rights, options or warrants to acquire Oritani Common Shares), or (b) grant any proxies with respect to the Shareholders Owned Shares, deposit the Shareholders Owned Shares into a voting trust, enter into a voting agreement with respect to any of the Shareholders Owned Shares or otherwise restrict the ability of the Shareholder to freely exercise all voting rights with respect thereto, provided, however, that the Shareholder shall be permitted to Transfer Owned Shares to any person (a Transferee) in the case of (i) any gift or similar estate planning transaction if, and only if, such Transferee agrees in writing to be bound by the terms of this Agreement and the Shareholder provides at least two (2) days prior written notice (which shall include the written consent of the Transferee agreeing to be bound by the terms of this Agreement) to Valley, (ii) a bequeath of Shareholders Owned Shares by will or operation of law, in which case this Agreement shall bind the transferee, or (iii) a surrender of Shareholders Owned Shares to Oritani in connection with the vesting, settlement or exercise of Oritani equity awards to satisfy any withholding for the payment of taxes incurred in connection with such vesting, settlement or exercise, or, in respect of Oritani equity awards, the exercise price thereon. Any action attempted to be taken in violation of the preceding sentence will be null and void.
2.4. Valley Common Stock. The Shareholder agrees that, during the period beginning on the date hereof and ending on the earlier of the Closing Date and the termination of the Merger Agreement, the Shareholder will not, and will not authorize or knowingly permit any of its affiliates to or solicit or encourage any other person to, purchase, sell, contract to purchase, contract
to sell, pledge, hedge, grant any option to purchase, make any short sale, Transfer or otherwise dispose of or acquire any Valley Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Valley Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has Beneficial Ownership and the power to dispose or direct the disposition thereof.
3.1. Governing Law. This Agreement and any controversies arising with respect hereto shall be construed in accordance with and governed by the laws of the State of New Jersey (without regard to principles of conflict of laws that would apply the law of another jurisdiction).
3.2. Amendments. This Agreement may not be amended except by written agreement signed by Valley and by the Shareholder.
3.3. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
3.4. Counterparts; Execution. This Agreement may be executed in any number of counterparts, all of which are one and the same agreement and each of which shall be deemed an original. This Agreement may be executed and accepted by portable data file (pdf) signature and any such signature shall be of the same force and effect as an original signature.
3.5. Effectiveness and Termination. This Agreement will become effective when Valley has received counterparts signed by the Shareholder and itself and shall terminate on the date that the Merger is approved by Oritani shareholders. In the event the Merger Agreement is terminated in accordance with its terms, this Agreement shall automatically terminate and be of no further force or effect. Upon any such termination, except for any rights any party may have in respect of any breach by any other party of its or his obligations hereunder, none of the parties hereto shall have any further obligation or liability hereunder.
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date first above written.
|VALLEY NATIONAL BANCORP|
(Shareholder signature page follows)
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