Common use of Shareholder Approvals Clause in Contracts

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.

Appears in 4 contracts

Samples: Merger Agreement (Citizens Banking Corp), Merger Agreement (F&m Bancorporation Inc), Merger Agreement (Citizens Banking Corp)

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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 CompanyParent. In addition, the Company Parent has received the written opinion of Hovdx XxxancialKeefx, Inc. Xxuyxxxx & Xoodx, Xxc. to the effect that the Merger Consideration is fair to be received by the shareholders of the Company is fair to such shareholders Parent from a financial point of view and has provided a true and complete copy of such opinion to Parentthe Company. 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 Parent 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 Parent 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.

Appears in 3 contracts

Samples: Merger Agreement (Citizens Banking Corp), Merger Agreement (F&m Bancorporation Inc), Merger Agreement (Citizens Banking Corp)

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. ABN AMRO Chicago Corporation 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 will provide as soon as practicable after the date hereof 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.

Appears in 2 contracts

Samples: Merger Agreement (Citizens Banking Corp), Merger Agreement (Citizens Banking Corp)

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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 CompanyParent. In addition, the Company Parent has received the written opinion of Hovdx XxxancialKeefx, Inc. Xxuyxxxx & Xoodx, Xxc. to the effect that the Merger Consideration is fair to be received by the shareholders of the Company is fair to such shareholders Parent from a financial point of view and has provided a true and complete copy of such opinion to Parentthe Company. 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 Parent and Merger Sub enforceable against it each 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 Parent Common Stock entitled to vote on this Plan is and the vote of the sole shareholder of Merger Sub are the only shareholder vote required for approval of the Plan and consummation of the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (F&m Bancorporation Inc)

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