Bank Stockholder Approval. The affirmative vote of the holders of two-thirds of the outstanding Bank Common Stock and at least a majority of such Bank Common Stock not held by the Mutual Holding Company voting at a meeting of the stockholders shall be required to approve this Plan of Merger.
Bank Stockholder Approval. The Bank undertakes to submit the Plan for consideration to its stockholders at a meeting called for this purpose pursuant to Section 15(c) of the Banking Law, or in any other manner permitted by law. Without limiting the preceding sentence, the Bank agrees (unless such action is not required by law):
(a) To send to the post-office address of each of the holders of issued and outstanding Bank Common Shares and Bank Preferred Shares a written notice of such meeting not less than thirty days prior to the date fixed for the meeting. The notice shall specify the hour, date, place and purpose of the meeting at which this Plan will be considered.
(b) To hold a vote of the stockholders at said meeting, in which each Bank Common Share shall entitle each holder thereof to one vote to be cast by the stockholder in person or by proxy and in which each Bank Preferred Share shall entitle each holder thereof to vote in person or by proxy proportionately based upon the liquidation preference associated with such Bank Preferred Share.
(c) To cause its secretary to certify under the seal of the Bank that (i) the Plan has been approved by the vote of the directors of the Bank, (ii) the Plan has been approved by the votes of at least three-fourths ( 3/4) of the Bank Common Shares and (iii) the Plan has been approved by the votes of at least two-thirds ( 2/3) of the aggregate liquidation preference associated with the Bank
Bank Stockholder Approval. 6 Section 3.02. Holding Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . 7
Bank Stockholder Approval. 4 Section 3.02. Holdings Stockholder Approval.............. 5 Section 3.03.
Bank Stockholder Approval. Bank Stockholder Approval shall have been obtained in accordance with applicable Law and this Agreement. Holders of not more than 10% of Bank Common Stock shall have exercised statutory rights of dissent and appraisal pursuant to applicable Law.
Bank Stockholder Approval. The Bank undertakes to submit this Agreement for consideration to its shareholders at a meeting called for this purpose pursuant to Section 15(b) of the Banking Law, or in any other manner permitted by law. Without limiting the preceding sentence, the Bank agrees (unless such action is not required by law):
(a) To send to the post-office address of each of the holders of issued and outstanding Bank Shares written notice of such meeting not less than thirty days prior to the date fixed for the meeting. The notice shall specify the place and purpose of the meeting at which this Agreement will be considered;
(b) To hold a vote of the shareholders at said meeting, in which each Bank Shares shall entitle each holder thereof to one vote to be cast by the stockholder himself or by proxy;
(c) To cause its secretary to certify under seal of the Bank that (i) this Agreement has been approved by the vote of the directors of the Bank, and (ii) this Agreement has been approved by the votes of at least two-thirds of the Bank Shares; and
(d) To submit the Agreement as certified pursuant to subsection (c) of this Section 3.01 to the Commissioner for his approval or disapproval.
Bank Stockholder Approval. The Bank undertakes to submit this Agreement for consideration to its shareholders at a meeting called for this purpose pursuant to Section 15(b) of the Banking Law, or in any other manner permitted by law. Without limiting the preceding sentence, the Bank agrees (unless such action is not required by law):
Bank Stockholder Approval. The Bank undertakes to submit this Agreement for consideration and approval by its sole shareholder, Santander BanCorp, pursuant to Section 15 of the Banking Law, or in any other manner permitted or required by law.
Bank Stockholder Approval. The affirmative vote of the holders of more than three-fourths of the aggregate issued and outstanding Bank Common Shares and Bank Preferred Shares shall be required to approve this Agreement. The Bank will take any action necessary in accordance with applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of stockholders, or to take such other action as is permitted by law, as promptly or practicable after the date hereof to consider and vote upon the approval of this Agreement. Notice shall be given to Bank stockholders of such meeting, of the transaction contemplated by this Agreement, and of the intention of Financial to vote (a) all of the Xxxxx Bank Shares which it acquired in connection with the Reorganization, which represent a controlling interest in the Bank's capital stock, in favor of the transaction, and (b) all of the Bank Preferred Shares, in favor of the transaction.
