Shareholder Approvals. Each of South State and CenterState shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “South State Meeting” and the “CenterState Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) in the case of CenterState, the Requisite CenterState Vote, and in the case of South State, the Requisite South State Vote, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CenterState and South State shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of South State and CenterState and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of South State and CenterState, as applicable, the Requisite South State Vote and the Requisite CenterState Vote, as applicable, including by communicating to the respective shareholders of South State and CenterState its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of South State, the shareholders of South State adopt and approve this Agreement and the transactions contemplated hereby and approve the South State Articles Amendment (the “South State Board Recommendation”), and, in the case of CenterState, the shareholders of CenterState adopt and approve this Agreement and the transactions contemplated hereby (the “CenterState Board Recommendation”). Each of South State and CenterState and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, (ii) fail to make the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the South State Board Recommend...
Shareholder Approvals. Each of the Company Shareholder Approval and the Parent Shareholder Approval shall have been obtained.
Shareholder Approvals. The Shareholder Approvals shall have been obtained.
Shareholder Approvals. (a) A.L. Industrier shall, as promptly as practicable, and in no event more than two business days after the date of this Agreement, issue a notice to shareholders of A.L. Industrier in the form attached hereto as Exhibit C to convene a meeting of its shareholders (the “Initial Shareholder Meeting”) which shall be held no more than fourteen days after the date of such notice. A.L. Industrier will use its commercially reasonable efforts to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and consummation of the transactions contemplated by this Agreement at the Initial Shareholder Meeting; provided, however, if such Requisite Shareholder Approval is not obtained at the Initial Shareholder Meeting, A.L. Industrier shall use its commercially reasonable efforts to reconvene one or more meetings of its shareholders in order to obtain the Requisite Shareholder Approval. The Board of Directors of A.L. Industrier will recommend to the shareholders of A.L. Industrier the approval of the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and approval of any other matters needed for the consummation of the transactions contemplated by this Agreement and will include such recommendation in the notice to shareholders of A.L. Industrier for such shareholder meeting.
(b) A.L. Industrier and Wangs Fabrik shall as promptly as practicable after the Requisite Shareholder Approval is obtained from the shareholders of A.L. Industrier pursuant to subsection (a) above, issue a notice to shareholders of Wangs Fabrik in the form attached hereto as Exhibit D to convene a meeting of the shareholders of Wangs Fabrik which shall be held no more than fourteen days after the date of such notice in order to obtain the Requisite Shareholder Approval required for the amendment of the Bylaws of Wangs Fabrik, adoption of this Agreement and consummation of the transactions contemplated by this Agreement. A.L. Industrier, as sole shareholder of Wangs Fabrik, hereby irrevocably and unconditionally agrees to vote as shareholder to approve the amendment of the Bylaws of Wangs Fabrik, adoption of this Agreement and any other matters needed for the consummation of the transactions contemplated by this Agreement; provided that the shareholders meeting in A.L. Industrier has approved the amendment of the Bylaws of A.L. Industrier, adoption of this Agreement and any other matters needed for the consumm...
Shareholder Approvals. This Agreement shall have been approved and adopted by the Shareholder Approvals.
Shareholder Approvals. This Agreement and the Merger shall have been duly approved by the requisite vote of the holders of the Company Common Stock.
Shareholder Approvals. This Agreement, the Merger and the transactions contemplated by this Agreement shall have been approved and adopted by the Shareholder Approvals.
Shareholder Approvals. (a) The Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders.
(b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommenda...
Shareholder Approvals. (a) Subject to the receipt of required shareholder approval of this Plan, this Plan and the transactions contemplated herein have been duly authorized by all necessary corporate action of the Company. In addition, the Company has received the written opinion of Hovdx Xxxancial, Inc. to the effect that the Merger Consideration to be received by the shareholders of the Company is fair to such shareholders from a financial point of view and has provided a true and complete copy of such opinion to Parent. Subject to receipt of (i) such shareholder approval and (ii) the required approvals, consents or waivers of governmental authorities referred to in Section 6.1(b), this Plan is a valid and binding agreement of the Company enforceable against it in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles.
(b) The affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote on this Plan is the only shareholder vote required for approval of the Plan and consummation of the Merger and the other transactions contemplated hereby.
Shareholder Approvals. (a) Each of Central Pacific and CB Bancshares will take, subject to and in accordance with applicable law and its respective Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the "Central Pacific Meeting" and the "CB Bancshares Meeting", respectively), as promptly as practicable, to consider and vote upon the plan of merger contained in this Agreement as well as any other matters required to be approved by such party's shareholders for consummation of the Merger.
(b) Each of the Central Pacific Board and the CB Bancshares Board shall recommend approval of the plan of merger contained in this Agreement and shall take all lawful action to solicit such approval; provided, however, if either the CB Bancshares Board or the Central Pacific Board, after consultation with (and based on the advice of) counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to continue to recommend the plan of merger set forth in this Agreement, then in submitting the plan of merger to its shareholders, such board of directors may, to the extent permitted by applicable Hawaii law, submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof, described in Section 6.02(a) may not be rescinded or amended), in which event such board of directors may communicate the basis for its lack of recommendation to the shareholders of Central Pacific or CB Bancshares, as the case may be, in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that if the CB Bancshares Board has determined not to recommend approval of the plan of merger contained in this Agreement because it has received an Acquisition Proposal that it concludes in good faith constitutes a Superior Proposal and that continuing to recommend the plan of merger set forth in this Agreement would result in a violation of its fiduciary duties, the CB Bancshares Board may not take any actions under this sentence until after giving Central Pacific at least five business days to respond to such Acquisition Proposal (and after giving Central Pacific notice of the latest material terms, conditions and third party in the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by Central Pacific within such five busin...
