Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. Subject to the provisions of Section 9.01 herein, Company shall call and hold the Company Shareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Company Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject it.

Company Shareholders Meeting. Subject to the provisions of Section 6.04 and 9.01 herein, Company shall call and hold the Company Shareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Registration Statement is mailed to Company's shareholdersbecomes effective. Unless Company's Board board of Directors directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Company Shareholder Approvalvote or consent of shareholders required by New York Law or applicable other stock exchange requirements to obtain such approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board board of Directors directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject it.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 herein, Company shall call and hold the Company Shareholders' Meeting as (a) As promptly as reasonably practicable after the date hereof for SEC confirms that it has no further comments on the purpose of voting upon the approval of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which Schedule 13E-3 (including the Proxy Statement filed therewith as an exhibit), the Company shall take, in accordance with applicable Laws and its memorandum and articles of association, all action necessary to call, give notice of, and convene an extraordinary general meeting of its shareholders (the "Company Shareholders Meeting"); provided, that the Company may postpone or adjourn the Company Shareholders Meeting, (i) with the consent of Parent, (ii) if at the time the Company Shareholders Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith is mailed necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant prior to the Proxy Statement and shall take all other action necessary or advisable to secure Company Shareholders Meeting. For the Company Shareholder Approval. Company shall take all other action necessary oravoidance of doubt, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject event that subsequent to the right date hereof, the Company Board makes a Change of Recommendation and/or authorizes the Company to terminate this Agreement set forth in pursuant to Section 9.01 hereof6.4(d), the Company shall call and hold not be required to convene the Company Shareholders' Shareholders Meeting for the purpose of voting upon the approval and adoption of submit this Agreement to the holders of the Shares for approval. (b) The Company shall establish a record date for purposes of determining shareholders entitled to notice of and vote at the Company Shareholders Meeting. (c) Subject to Section 6.4 (No Solicitation of Transactions), the Company Board shall make the Company Board Recommendation and shall use its reasonable best efforts in accordance with applicable Laws and the Merger whether or not memorandum and articles of association of the Company's Board of Directors at any time subsequent , to obtain the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject itCompany Shareholder Approval.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 herein, The Company shall call call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law after the date the Proxy Statement is cleared by the SEC for the purpose of obtaining Shareholder Approval of the Company Merger. Unless this Agreement shall have been terminated in accordance with Section 7.1, the Company shall hold the Company Shareholders' ’ Meeting as promptly as practicable after the date hereof for the purpose regardless of voting upon the approval of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold whether the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board of Directors has withdrawn withdrawn, qualified or modified its approval or recommendation of this Agreement and or the Merger in compliance with Company Merger. Subject to Section 6.045.6, the Company shall will use all commercially reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant Company Merger. Notwithstanding anything to the Proxy Statement and shall take all other action necessary contrary herein, at any time at or advisable prior to secure the Company Shareholder Approval. Shareholders’ Meeting, the Company shall take all other action necessary ormay adjourn or postpone the Company Shareholders’ Meeting (a) to the extent the Company Board determines in good faith, after consultation with its outside legal advisors, that such adjournment or postponement is required to comply with applicable Law or the rules or regulations of the NYSE, or (b) subject to compliance with Section 5.6, in response to an Acquisition Proposal as to which the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect Company Board has made the Merger. Subject to the right of Company to terminate this Agreement determination set forth in Section 9.01 hereof, 5.6.2 that such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal. The Company shall call and not be required to hold the Company Shareholders' ’ Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that if this Agreement is no longer advisable or recommends that Company's shareholders reject itterminated before the Company Shareholders’ Meeting is held.

Company Shareholders Meeting. Subject (a) The Company shall, as promptly as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting") for the purpose of obtaining Company Shareholder Approval, regardless of whether the Company Board determines at any time that this Agreement or the Merger is no longer advisable or recommends that the shareholders of the Company reject this Agreement or the Merger or otherwise modifies its recommendation of the Merger, in all cases subject to the provisions of its rights under Section 9.01 herein, 6.5. The Company shall call and hold cause the Company Shareholders' Meeting to be held as promptly as practicable after following the date hereof for of this Agreement. The Company shall, through the purpose of voting upon the approval of Company Board, recommend to its shareholders that they adopt and approve this Agreement and the Merger pursuant to Merger, and shall include such recommendation in the Proxy Statement, and in each case subject to its rights under Section 6.5. (b) The Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholdersapproved or otherwise cleared by the SEC. Unless Company's Board of Directors has withdrawn its recommendation of Except as otherwise contemplated by this Agreement and Agreement, the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Company Shareholder Approval. The Company shall take all other action necessary or, in the reasonable opinion of Parentthe other Parties, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law Legal Requirements and the Company's certificate Articles of incorporation Incorporation and bylaws Bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject it.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 hereinThe Company shall, Company shall call and hold the Company Shareholders' Meeting as promptly soon as practicable after following the date hereof of this Agreement, duly call, give notice of, convene and hold, a meeting of its shareholders (the “Company Shareholders Meeting”) in accordance with Law, the Company’s Certificate of Incorporation and the Company’s By-laws for the purpose of voting upon the approval of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold obtaining the Company Shareholders' Meeting as soon as practicable after Shareholder Approval and shall, (i) through the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Company, subject to Section 6.044.2, Company shall use all reasonable efforts recommend to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement Agreement, the Merger and the Merger pursuant other transactions contemplated hereby and (ii) use its reasonable best efforts to solicit and obtain such adoption. Notwithstanding the Proxy Statement foregoing, if there has been a Company Adverse Recommendation Change and this Agreement has not been terminated, the Company shall not be obligated to solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement, but instead shall be obligated to solicit proxies to be voted at the Company Shareholders Meeting and to take all other action necessary or advisable to secure maximize, at the Company Shareholder ApprovalShareholders Meeting, the number of proxies submitted by the holders of Company Common Stock and otherwise facilitate the holding of the Company Shareholders meeting in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, subject to its rights under Section 4.2 and Section 7.1, the Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject agrees that its obligations pursuant to the right first sentence of this Section 5.1(d) shall not be affected by any Company Adverse Recommendation Change or the commencement, public proposal, public disclosure or communication to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose or its shareholders of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject itCompany Takeover Proposal.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 hereinThe Company shall, Company shall as soon as is reasonably practicable, call and hold a meeting of its stockholders (the "Company Shareholders' Meeting") to submit for stockholder approval this Agreement. Subject to receipt of a fairness opinion from Professional Bank Services updated as of a date within five days of mailing of the Company Proxy Statement, the Board of Directors of the Company will recommend that holders of Company Common Stock vote in favor of and approve this Agreement at the Company Shareholders' Meeting Meeting; provided, however, that nothing contained in this Section 7.1 shall prohibit the Board of Directors of the Company from failing to recommend approval of the transactions contemplated hereby, if necessary to comply with its fiduciary duties as promptly determined in consultation with legal counsel in the context of a Superior Proposal (as practicable after hereinafter defined). For purposes of this Agreement, "Superior Proposal" means a bona fide proposal to acquire the date hereof for entire equity interest in the purpose Company or Xxxxxxxx or substantially all of voting the assets of the Company or Xxxxxxxx, which is expressly conditioned upon the approval termination of this Agreement and is made by a third party on terms which a majority of the Merger disinterested members of the Board of Directors of the Company determines pursuant to the Proxy Statementexercise of its fiduciary duty after consultation with legal counsel, and Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board be more favorable (from a financial point of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant view) to the Proxy Statement holders of Company Common Stock than the Reorganization and shall take all other action necessary for which financing is either then committed or advisable to secure the Company Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject not a condition precedent to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject itconsummation thereof.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 herein(a) The Company shall, Company shall call and hold the Company Shareholders' Meeting as promptly as practicable after following the date hereof of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) for the purpose of voting upon obtaining Company Shareholder Approval, regardless of whether the approval Company Board determines at any time that this Agreement or the Merger is no longer advisable or recommends that the shareholders of the Company reject this Agreement or the Merger or otherwise modifies its recommendation of the Merger, in all cases subject to its rights under Section 6.5. The Company shall cause the Company Shareholders’ Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through the Company Board, recommend to its shareholders that they adopt and approve this Agreement and the Merger pursuant to Merger, and shall include such recommendation in the Proxy Statement, and in each case subject to its rights under Section 6.5. (b) The Company shall use all reasonable efforts to hold the Company Shareholders' ’ Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholdersapproved or otherwise cleared by the SEC. Unless Company's Board of Directors has withdrawn its recommendation of Except as otherwise contemplated by this Agreement and Agreement, the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Company Shareholder Approval. The Company shall take all other action necessary or, in the reasonable opinion of Parentthe other Parties, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law Legal Requirements and the Company's certificate ’s Articles of incorporation Incorporation and bylaws Bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject it.

Company Shareholders Meeting. Subject to The Company shall, as promptly as reasonably practicable following the provisions date of Section 9.01 hereinthis Agreement, Company shall call establish a record date for, duly call, give notice of, convene and hold the Company Shareholders' Shareholders Meeting; provided that the Company shall not be required to call, give notice of, convene, set the record date for and hold the Company Shareholder Meeting until the Proxy Statement shall have been filed with the SEC, and shall use its commercially reasonable efforts to cause such meeting to occur as promptly as practicable after reasonably practicable; provided further that the Company shall have the right to change the record date hereof or meeting date for the purpose Company Shareholder Meeting to such dates as are necessary to comply with the provisions of voting upon the approval by-laws of this Agreement the Company, the DGCL and the Merger pursuant Exchange Act. At such Company Shareholders Meeting, the Company shall make the Company Recommendation to the Proxy Statementits shareholders, and the Company shall use all reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Statement is mailed to Company's shareholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval and adoption of this the Charter Amendment, the Investment Advisory Agreement and the Merger pursuant to issuance of the Proxy Statement and shall take all other action necessary or advisable to secure Purchased Stock; provided, however, that the Company Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable not be obligated to promptly and expeditiously secure any vote or consent of recommend to its shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the Merger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, Company shall call and hold the Company Shareholders' Meeting for the purpose of voting upon the approval and adoption of this the Charter Amendment, the Investment Advisory Agreement and the Merger whether issuance of the Purchased Stock at the Company Shareholders Meeting or not Company's solicit proxies in favor of such approval to the extent that the Board of Directors at any time subsequent to of the date hereof determines Company has duly made a Change in Recommendation in accordance with Section 5.7; provided, further, that unless this Agreement is no longer advisable or recommends that validly terminated, the Company shall nevertheless submit this Agreement to the Company's ’s shareholders reject itfor adoption at the Company Shareholders Meeting.

Company Shareholders Meeting. Subject to the provisions of Section 9.01 herein, The Company shall shall: (1) call and hold the Company Shareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval adoption of this Agreement and the Merger pursuant to the Proxy Statement, and Company shall Agreement; (2) use all its reasonable best efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Proxy Registration Statement is mailed to Company's shareholdersbecomes effective; and (3) in any event hold such Company Shareholders' Meeting within 45 days after the date on which the Registration Statement becomes effective. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, The Company shall use all its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Merger and adoption of this Agreement and the Merger pursuant to the Proxy Statement Agreement, and shall take all other action necessary or advisable to secure the Company Shareholder Approval. Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law the rules of The Nasdaq National Market and the GBCC. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.02(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any proposal or offer for a Competing Transaction; provided, however, that if the Company's certificate board of incorporation directors withholds, withdraws, amends, modifies or changes its recommendation in favor of the Merger pursuant to and bylaws to effect in accordance with Section 7.01(c) hereof, with the result that the Company's board of directors no longer recommends that the Company's shareholders vote in favor of the Merger. Subject to , then the right obligations of the Company to terminate this Agreement set forth in the second sentence of this Section 9.01 hereof, Company 7.02 shall call and hold be limited to holding the Company Shareholders' Meeting for and mailing proxy materials to its shareholders in that regard, with no duty to seek to encourage votes in favor of the purpose of voting upon the approval and adoption of this Agreement and the Merger whether or not Company's Board of Directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject itMerger.