Seller Shareholder Approvals. The Seller shall have obtained the Stockholder Approval.
Seller Shareholder Approvals. Seller agrees to take, in accordance with applicable law, its articles of incorporation and its bylaws, all action necessary to either (i) convene an appropriate meeting of shareholders of Seller to consider and vote upon or (ii) obtain the requisite written consent of the shareholders of Seller regarding the approval and adoption of this Merger Agreement and any other matters required to be approved by its shareholders for consummation of the Merger and the transactions contemplated hereby as promptly as reasonably practicable after the date of this Merger Agreement. Unless the Board of Directors of Seller, after having consulted with and considered the written advice of outside counsel, has determined in good faith that to do so would result in a failure by the directors to discharge properly their fiduciary duties in accordance with Pennsylvania law, Seller’s Board shall recommend such approval to Seller’s shareholders, and Seller shall use commercially reasonable efforts to solicit such approval by its shareholders.
