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.