Common use of Shareholder Approval and Best Efforts Clause in Contracts

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 necessary, proper or advisable in connection with filing applications with, or obtaining approvals or waivers from, all regulatory authorities having jurisdiction over the matters contemplated by this Agreement or the Merger, including any applications, notices or waiver requests with the Federal Reserve, the TBD and the FDIC. Express shall use its best efforts to obtain or cause to be obtained consents of all third parties necessary to permit Express to consummate the transactions contemplated herein. Express shall use its commercially reasonable efforts to assist Texas United as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Texas United Common Stock in connection with the Merger.

Shareholder Approval and Best Efforts. Subject to the provisions of Section 12.1(c)(iii) of this Agreement: (a) Within 21 days after AMI shall take all action in accordance with the date hereoffederal and state securities laws, Express will deliver to Texas United a written acknowledgment from each shareholder of Express in which such shareholder (i) confirms his or her knowledge Art. 6132a-1 Sec. 2.11 of the availability TRLPA, the TBCA, the Articles of Incorporation and Bylaws of AMI (including without limitation the rights preparation, printing and mailing of dissenting shareholders under a proxy statement (the TBCA with respect to "Proxy Statement") for use in soliciting the approval of 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 by the Articles holders of Association of Express and the Bylaws of Express AMI Stock) necessary to duly call, give notice of, convene and hold a special meeting (the "AMI Shareholder Meeting") of the shareholders holders of Express (“Express Shareholders’ Meeting”) AMI Stock to be held on the earliest practicable date determined in consultation with Texas United AALP to consider and vote upon approval of the Merger, this Agreement and the transactions contemplated by this Agreement. Express AMI shall ensure that, if required, the Express Shareholder Meeting is called, noticed, convened, held and conducted, and that take 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 lawful actions to solicit the approval of the Merger, this Agreement and the transactions contemplated by this Agreement, by the holders of Express AMI Stock. Express AMI shall, through the Board of Directors of ExpressAMI, recommend to the holders of Express AMI Stock the approval and adoption of this Agreement Agreement, and the approval of the Merger and the transactions contemplated by this Agreement, and shall not withdraw, amend or modify in a manner adverse to Texas United AALP the recommendation of the Board of Directors of ExpressAMI. AMI shall ensure that, in compliance with all applicable laws, the AMI Shareholder Meeting is properly called, noticed, convened, held and conducted. Without limiting the generality of the foregoing, AMI agrees that its obligation to duly call, give notice of, convene and hold the AMI Shareholder Meeting, as required by this Section 6.1, shall not be affected by the commencement, public proposal, public disclosure or communication to AMI of any "Acquisition Proposal," as hereinafter defined. (cb) Express will take all reasonable action to aid and assist in the consummation of the Merger and the transactions contemplated hereby, and AMI 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 as AALP reasonably considers necessary, proper or advisable in connection with filing applications with, or obtaining approvals or waivers from, all regulatory authorities having jurisdiction over the matters transactions contemplated by this Agreement or the Merger, including any applications, notices or waiver requests with the Federal Reserve, the TBD and the FDIC. Express shall use its best efforts to obtain or cause to be obtained consents of all third parties necessary to permit Express to consummate the transactions contemplated herein. Express shall use its commercially reasonable efforts to assist Texas United as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Texas United Common Stock in connection with the MergerAgreement.

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 The Bank shall take all action in accordance with applicable law and the Articles of Association of Express the Bank and the Bylaws of Express the Bank (including without limitation the preparation, printing and mailing of the Proxy Statement for use in soliciting the approval of the Merger, this Agreement and the transactions contemplated hereby by the holders of the Bank Stock) necessary to duly call, give notice of, convene and hold a meeting of the shareholders of Express (“Express Shareholders’ Meeting”) Bank Shareholder Meeting on the earliest practicable date determined in consultation with Texas United FBC to consider and vote upon approval of the Merger, this Agreement and the transactions contemplated by this Agreement. Express The Bank shall cause its Board of Directors to solicit the approval of the Merger, this Agreement and the transactions contemplated by this Agreement, by the holders of the Bank Stock. The Bank shall, through the Board of Directors of the Bank, recommend to the holders of Bank Stock the approval and adoption of this Agreement, and the approval of the Merger and the transactions contemplated by this Agreement, and shall not withdraw, amend or modify in a manner adverse to FBC the recommendation of the Board of Directors of the Bank. The Bank shall ensure that, if required, that the Express Bank Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with Express the Bank Shareholder Meeting are solicited, in compliance with all applicable laws. Without limiting the generality of the foregoing, (i) the Bank agrees that its obligation to duly call, give notice of, convene and hold the Bank Shareholder Meeting, as required by this Section 5.1, shall not be affected by the commencement, public proposal, public disclosure or communication to the Bank of any Acquisition Transaction (as hereinafter defined). (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 The Bank 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 necessary, proper or advisable in connection with filing applications with, or obtaining approvals or waivers from, all regulatory authorities having jurisdiction over the matters contemplated by this Agreement or the Merger, including any applications, notices or waiver requests with the Federal ReserveDepartment, the TBD TBD, the OTS, and the FDIC. Express The Bank shall use its best efforts to obtain or cause to be obtained consents of all third parties necessary to permit Express the Bank to consummate the transactions contemplated herein. Express The Bank shall use its commercially reasonable efforts to assist Texas United FBC as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Texas United Common FBC Stock in connection with the Merger.

Shareholder Approval and Best Efforts. Subject to the provisions of Section 12.1(c)(iii) of this Agreement: (a) Within 21 days after AMI shall take all action in accordance with the date hereoffederal and state securities laws, Express will deliver to Texas United a written acknowledgment from each shareholder of Express in which such shareholder (i) confirms his or her knowledge Art. 6132a-1 Sec.2.11 of the availability TRLPA, the TBCA, the Articles of Incorporation and Bylaws of AMI (including without limitation the rights preparation, printing and mailing of dissenting shareholders under a proxy statement (the TBCA with respect to "Proxy Statement") for use in soliciting the approval of 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 by the Articles holders of Association of Express and the Bylaws of Express AMI Stock) necessary to duly call, give notice of, convene and hold a special meeting (the "AMI Shareholder Meeting") of the shareholders holders of Express (“Express Shareholders’ Meeting”) AMI Stock to be held on the earliest practicable date determined in consultation with Texas United AALP to consider and vote upon approval of the Merger, this Agreement and the transactions contemplated by this Agreement. Express AMI shall ensure that, if required, the Express Shareholder Meeting is called, noticed, convened, held and conducted, and that take 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 lawful actions to solicit the approval of the Merger, this Agreement and the transactions contemplated by this Agreement, by the holders of Express AMI Stock. Express AMI shall, through the Board of Directors of ExpressAMI, recommend to the holders of Express AMI Stock the approval and adoption of this Agreement Agreement, and the approval of the Merger and the transactions contemplated by this Agreement, and shall not withdraw, amend or modify in a manner adverse to Texas United AALP the recommendation of the Board of Directors of ExpressAMI. AMI shall ensure that, in compliance with all applicable laws, the AMI Shareholder Meeting is properly called, noticed, convened, held and conducted. Without limiting the generality of the foregoing, AMI agrees that its obligation to duly call, give notice of, convene and hold the AMI Shareholder Meeting, as required by this Section 6.1, shall not be affected by the commencement, public proposal, public disclosure or communication to AMI of any "Acquisition Proposal," as hereinafter defined. (cb) Express will take all reasonable action to aid and assist in the consummation of the Merger and the transactions contemplated hereby, and AMI 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 as AALP reasonably considers necessary, proper or advisable in connection with filing applications with, or obtaining approvals or waivers from, all regulatory authorities having jurisdiction over the matters transactions contemplated by this Agreement or the Merger, including any applications, notices or waiver requests with the Federal Reserve, the TBD and the FDIC. Express shall use its best efforts to obtain or cause to be obtained consents of all third parties necessary to permit Express to consummate the transactions contemplated herein. Express shall use its commercially reasonable efforts to assist Texas United as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Texas United Common Stock in connection with the MergerAgreement.