Shareholder Approvals. The Shareholder Approvals shall have been obtained.
Shareholder Approvals. Each of the Company Shareholder Approval and the Parent Shareholder Approval shall have been obtained.
Shareholder Approvals. This Agreement shall have been approved and adopted by the Shareholder Approvals.
Shareholder Approvals. This Agreement, the Merger and the transactions contemplated by this Agreement shall have been approved and adopted by the Shareholder Approvals.
Shareholder Approvals. This Agreement and the Merger shall have been duly approved by the requisite vote of the holders of the Company Common Stock.
Shareholder Approvals. Each of South State and CenterState shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “South State Meeting” and the “CenterState Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) in the case of CenterState, the Requisite CenterState Vote, and in the case of South State, the Requisite South State Vote, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CenterState and South State shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of South State and CenterState and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of South State and CenterState, as applicable, the Requisite South State Vote and the Requisite CenterState Vote, as applicable, including by communicating to the respective shareholders of South State and CenterState its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of South State, the shareholders of South State adopt and approve this Agreement and the transactions contemplated hereby and approve the South State Articles Amendment (the “South State Board Recommendation”), and, in the case of CenterState, the shareholders of CenterState adopt and approve this Agreement and the transactions contemplated hereby (the “CenterState Board Recommendation”). Each of South State and CenterState and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, (ii) fail to make the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the South State Board Recommend...
Shareholder Approvals. (a) (i)Following the execution of this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as soon as reasonably practicable after the Registration Statement is declared effective by the SEC to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and, if mutually agreed, any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.09 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Company shall use its commercially reasonable efforts to cause the Company meeting to occur as soon as reasonably practicable and on the same date as the Buyer Meeting and to set the same record date as Buyer for the Buyer Meeting. The Company Meeting may be held virtually, subject to applicable Law and the Company’s organizational documents. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the MBCA, the Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use commercially reasonable efforts to solicit shareholders to approve this Agreement and the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement shall...
Shareholder Approvals. 59 Section 8.04 Government and Other Approvals............................59 Section 8.05
Shareholder Approvals. This Agreement shall have been duly approved by the affirmative vote of holders of not less than a majority of the outstanding Members of Seller, in accordance with applicable law. The principal terms of this Agreement shall have been approved by the affirmative vote of the holders of not less than a majority of the outstanding shares of Purchaser, in accordance with applicable law.
Shareholder Approvals. The Company shall have obtained the consent of the requisite holders of each class of its capital stock to the Merger, this Agreement and the transactions contemplated hereby. Merger Sub shall have obtained the consent of the holders of its capital stock to the Merger, this Agreement and the transactions contemplated hereby.
