Shareholder Approval and Best Efforts. (a) Within 21 days after the date hereof, Express will deliver to Texas United a written acknowledgment from each shareholder of Express in which such shareholder (i) confirms his or her knowledge of the availability of the rights of dissenting shareholders under the TBCA with respect to the Merger, (ii) confirms receipt of the Information Statement, including a copy of Articles 5.11, 5.12 and 5.13 of the TBCA, (iii) waives his or her right to dissent from the Merger to the full extent permitted by law and (iv) provides evidence of action taken by them in their capacity as shareholders of Express voting the shares of Express Stock owned by them in favor of this Agreement and the transactions contemplated hereby; provided; however, that if 100% of the shareholders of Express do not execute a written consent with respect to approval of this Agreement and the transactions contemplated hereby within such 21 day period, then Express shall take all action in accordance with applicable law and the Articles of Association of Express and the Bylaws of Express necessary to duly call, give notice of, convene and hold a meeting of the shareholders of Express (“Express Shareholders’ Meeting”) on the earliest practicable date determined in consultation with Texas United to consider and vote upon approval of this Agreement and the transactions contemplated by this Agreement. Express shall ensure that, if required, the Express Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with Express Shareholder Meeting are solicited, in compliance with all applicable laws.
(b) Express shall cause its Board of Directors to solicit the approval of this Agreement and the transactions contemplated by this Agreement, by the holders of Express Stock. Express shall, through the Board of Directors of Express, recommend to the holders of Express Stock the approval and adoption of this Agreement and the transactions contemplated by this Agreement, and shall not withdraw, amend or modify in a manner adverse to Texas United the recommendation of the Board of Directors of Express.
(c) Express will take all reasonable action to aid and assist in the consummation of the Merger and the transactions contemplated hereby, and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the matters contemplated by this Agreement, including without limitation such actions which are n...
Shareholder Approval and Best Efforts. As soon as is practical but in no event later than February13, 2004, each of RRI and RRI Subsidiary will cause a special meeting of shareholders to be duly called and held or a written consent of majority shareholders to be executed to authorize, approve, and adopt this Agreement and the transactions contemplated hereby. The Board of Directors of each of RRI and RRI Subsidiary will (a) recommend approval of this Agreement to its shareholders; and (b) use its best efforts to take or cause to be taken all other actions necessary, proper, or advisable to consummate this Agreement.
Shareholder Approval and Best Efforts. Cadence will, as soon as practicable after the Registration Statement is declared effective by the SEC, take all steps under applicable law to call, give notice of, convene and hold a meeting of its shareholders at such time as may be mutually agreed to by the parties for the purpose of approving this Agreement and the transactions contemplated hereby and for such other purposes consistent with the complete performance of this Agreement as may be necessary and desirable. The Board of Directors of Cadence will recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, unless otherwise required by their fiduciary duties under applicable law, and Cadence will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby. If the transaction is approved by such shareholders, Cadence will take all reasonable action to aid and assist in the consummation of the Merger, and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including such actions as Trustmark reasonably considers necessary, proper or advisable in connection with filing applications and registration statements with, or obtaining approvals from, all governmental entities having jurisdiction over the transactions contemplated by this Agreement.
Shareholder Approval and Best Efforts. (a) The Company will, within 60 days after the date that the Registration Statement is declared effective, take all steps under Applicable Law and its Charter Documents to duly call, give notice of, convene and hold a meeting of its shareholders to consider the Merger, this Agreement and the transactions contemplated hereby (the “Company Meeting”) at such time as may be mutually agreed to by the parties for the purpose of: (i) voting upon the adoption and approval of this Agreement and the transactions contemplated hereby; and (ii) for such other purposes consistent with the complete performance of this Agreement as may be necessary or desirable (the “Company Shareholder Approval”). The Company Board shall recommend to the Company’s shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby. The Company Board shall not withdraw, amend or modify in any manner adverse to Guaranty its recommendation and will use its Best Efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, the Company shall take all reasonable actions to aid and assist in the consummation of the Merger, and will use its Best Efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including such actions as necessary, proper or advisable in connection with assisting Guaranty in filing applications and registration statements with, or obtaining approvals from, all Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.
Shareholder Approval and Best Efforts. Texas National will, as soon as practicable, present for the approval of its shareholders this Agreement and the transactions contemplated hereby. Texas National will take all reasonable action to arrange for a meeting of its shareholders for the purpose of considering the Agreement and, if the transaction is approved by such shareholders, to aid and assist in the consummation of the Consolidations, and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including such actions as Bancshares reasonably considers necessary, proper or advisable in connection with filing applications or obtaining approvals from, all regulatory authorities having jurisdiction over the transactions contemplated by this Agreement.
Shareholder Approval and Best Efforts. The Bank will, as ------------------------------------- soon as practicable, present for the approval of its shareholders this Agreement, the Plan of Consolidation and the transactions contemplated hereby and thereby. The Board of Directors of the Bank will use its best efforts to secure the approval by the holders of the requisite number of shares of Bank Common Stock of this Agreement, the Plan of Consolidation and the transactions contemplated hereby and thereby (but this provision shall not be interpreted as requiring such directors in their capacity as shareholders of the Bank to vote their shares of Bank Common Stock in favor of this Agreement or the Plan of Consolidation) and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the Plan of Consolidation, including such actions as the Company or the Delaware Company may reasonably consider necessary, proper or advisable in connection with filing applications and registration statements with, or obtaining approvals from all regulatory authorities having jurisdiction over the transactions contemplated by this Agreement and the Plan of Consolidation. The information delivered by the Bank to its shareholders with respect to their consideration of the transactions contemplated hereby (except insofar as such information is furnished by or based upon information furnished by the Company, the Delaware Company or the New Bank) will not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements made therein not false or misleading.
Shareholder Approval and Best Efforts. Union will, as soon as practicable following acceptance of Bancshares' regulatory applications for processing, present for the approval of its shareholders this Agreement and the transactions contemplated hereby. Union will take all reasonable action to arrange for a meeting of its shareholders for the purpose of considering the Agreement and, if the transaction is approved by such shareholders, to aid and assist in the consummation of the Mergers, and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including such actions as Bancshares reasonably considers necessary, proper or advisable in connection with filing applications and registration statements with, or obtaining approvals from, all regulatory authorities having jurisdiction over the transactions contemplated by this Agreement.
Shareholder Approval and Best Efforts. As soon as is practical in no event later than August 15, 1999, BWI will cause a special meeting of shareholders to be duly called and held to authorize, approve, and adopt this Agreement and the transactions contemplated hereby. The Board of Directors of BWI will (a) recommend approval of this Agreement to its shareholders; and (b) use its best efforts to take or cause to be taken all other actions necessary, proper, or advisable to consummate this Agreement.
Shareholder Approval and Best Efforts. On or before July 23, 1999, the Company will (a) prepare a notice of special meeting of stockholders and proxy statement in connection therewith seeking approval of (i) the Merger; (ii) the sale of the Relief Canyon Mine; (iii) the Reverse Stock Split (as defined in Section 6.06 below); (iv) the Company's Restated Certificate of Incorporation and Bylaws; and (v) the approval of the Stock Option Plan; (b) deliver a copy of the notice of special meeting and proxy statement to BWI for its review and comment; (c) after obtaining the necessary approvals of the SEC set forth in Section 6.04 above, send such notice of special meeting and proxy statement to each Record Holder (as defined in Section 6.06 below) calling a special meeting of the stockholders of the Company to be held no later than 20 days following the Record Date (as defined in Section 6.06 below); (d) recommend that the stockholders vote in favor of each item of business set forth in the notice of special meeting; and (e) use its best efforts to take or cause to be taken all other actions necessary, proper, or advisable to consummate this Agreement.
Shareholder Approval and Best Efforts. DSB and the Board of ------------------------------------- Directors of DSB ("DSB Board") will, as soon as practicable but not later than 60 days following acceptance of Paradigm's regulatory applications for processing and receipt of third party financing and capital from offering activities for the payment of the Merger Consideration, present at a meeting for the approval of its shareholders this Agreement and the transactions contemplated hereby. DSB and the DSB Board will take all reasonable action to arrange for a meeting of its shareholders for the purpose of considering the Agreement and, if the transaction is approved by such shareholders, to aid and assist in the consummation of the Merger, and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including such actions as are reasonably necessary, proper or advisable in connection with filing applications and registration statements with, or obtaining approvals from, all regulatory authorities having jurisdiction over the transactions contemplated by this Agreement.
