Common use of Approval of Shareholders Clause in Contracts

Approval of Shareholders. (a) 1st United will, subject to the qualification set forth in Section 5.3(b) hereof, (i) take all steps necessary duly to call, give notice of, convene and hold a meeting of the shareholders of 1st United (such meeting or any adjournment thereof, the “1st United Shareholders Meeting”) for the purpose of securing the Merger and the approval of shareholders of this Agreement and holding a “Say on Merger Pay” non-binding advisory vote as required by SEC regulations, (ii) recommend to the shareholders of 1st United the approval of the Merger and this Agreement and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approval. 1st United and Valley will cooperate with respect to each of the foregoing matters. Contemporaneously with the execution of this Agreement, 1st United shall cause each of the directors of 1st United in their capacity as shareholders to execute and deliver to Valley a voting agreement, the form of which is attached hereto as Exhibit B (the “Voting Agreements”). (b) The Valley Board of Directors shall (i) take all steps necessary duly to call, give notice of, convene and hold a meeting of the shareholders of Valley (such meeting or any adjournment thereof, the “Valley Shareholders Meeting”) for the purpose of securing the approval of Valley shareholders of an amendment to the Restated Certificate of Incorporation of Valley to increase the number of shares of authorized Valley Common Stock by 100 million common shares (the “Valley Charter Amendment”), (ii) recommend to the shareholders of Valley the approval of the Valley Charter Amendment and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approval. 1st United and Valley will cooperate with respect to each of the foregoing matters.

Approval of Shareholders. (a) 1st United will, subject to the qualification set forth in Section 5.3(b) hereof, Merchants will (i) take all steps necessary duly to call, give notice of, convene and hold a meeting of the shareholders of 1st United Merchants (such meeting or any adjournment thereof, the “1st United "Merchants Shareholders Meeting”") for the purpose of securing the Merger and the approval of shareholders of this Agreement and holding a “Say on Merger Pay” non-binding advisory vote as required by SEC regulationsAgreement, (ii) subject to the qualification set forth in Section 5.3 hereof and the right not to make a recommendation or to withdraw a recommendation if Merchants' Board of Directors, after consulting with counsel, determines in the exercise of its fiduciary duties that such recommendation should not be made or should be withdrawn, recommend to the shareholders of 1st United Merchants the approval of the Merger and this Agreement and the transactions contemplated hereby and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approval. 1st United , and (iii) cooperate and consult with Valley will cooperate with respect to each of the foregoing matters. Contemporaneously with the execution of this Agreement, 1st United shall cause each of the The directors of 1st United Merchants in their capacity as shareholders have agreed, by signing a certificate to execute and deliver that effect, to Valley a voting agreement, vote in favor of the form of which is attached hereto as Exhibit B (the “Voting Agreements”)Agreement. (b) The Valley Board of Directors shall will (i) take all steps necessary duly to call, give notice of, convene and hold a meeting of the shareholders of Valley (such meeting or any adjournment thereof, the “"Valley Shareholders Meeting”") for the purpose of securing the approval of Valley shareholders of an amendment to the Restated Certificate of Incorporation of Valley to increase the number of shares of authorized Valley Common Stock by 100 million common shares (the “Valley Charter Amendment”)this Agreement, (ii) recommend to the shareholders of Valley Valley, subject to any fiduciary duties it determines it may have after consulting with counsel, the approval of this Agreement and the Valley Charter Amendment transactions contemplated hereby and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approval. 1st United , and Valley will (iii) cooperate and consult with Merchants with respect to each of the foregoing matters.

Approval of Shareholders. (a) 1st United The Oritani Board of Directors will, subject to the qualification set forth in Section 5.3(b) hereof, (i) take all steps necessary to duly to call, give notice of, convene and hold a meeting of the shareholders of 1st United Oritani (such meeting or any adjournment thereof, the “1st United Oritani Shareholders Meeting”) for the purpose of securing the Merger and the approval of shareholders of this Agreement and holding a “Say on Merger Pay” non-binding advisory vote as required by SEC regulations, (ii) recommend to the shareholders of 1st United the approval Oritani of the Merger and this Agreement and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approval. 1st United Oritani and Valley will cooperate with respect to each of the foregoing matters. Contemporaneously with the execution of this Agreement, 1st United Oritani shall cause each of the directors of 1st United Oritani in their capacity as shareholders to execute and deliver to Valley a voting agreement, the form of which is attached hereto as Exhibit B (the “Voting Agreements”)Agreement. (b) The Valley Board of Directors shall (i) take all steps necessary to duly to call, give notice of, convene and hold a meeting of the shareholders of Valley (such meeting or any adjournment thereof, the “Valley Shareholders Meeting”) for the purpose of securing the approval of Valley shareholders of an amendment to the Restated Certificate of Incorporation of Valley to increase the number of shares of authorized Valley Common Stock by 100 million common shares (the “Valley Charter Amendment”), (ii) recommend to the shareholders of Valley the approval of the issuance of shares of Valley Charter Amendment Common Stock in connection with the Merger and this Agreement and use its commercially reasonable best efforts to obtain, as promptly as practicable, such approvalapproval and (ii) recommend to the shareholders of Valley the approval of such stock issuance. 1st United Oritani and Valley will cooperate with respect to each of the foregoing matters.