Shareholders’ Approvals. Each of IBTX and TCBI shall call a meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger 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 TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, 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 IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, su...
Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval.
(b) Parent, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of Parent's shareholders (the "Parent Shareholders Meeting," together with any Company Shareholders Meeting, the "Shareholders Meetings") for the purpose of obtaining the Parent Shareholder Approval.
(c) Parent and the Company shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of such approvals, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the PBCL or the Nasdaq, as applicable, to obtain such approvals, in accordance with the provisions of this Agreement unless, in the good faith opinion of the Company's Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law.
Shareholders’ Approvals. 32 6.4 Legal Conditions to Merger..................................... 32 6.5 Affiliates; Publication of Combined Financial Results.......... 32 6.6
Shareholders’ Approvals. (a) BNY shall call a meeting of its shareholders (the “BNY Shareholders’ Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the BNY Shareholder Approval and such other matters as the Board of Directors of BNY may direct, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of BNY shall use its reasonable best efforts to obtain the BNY Shareholder Approval, and nothing contained in this Agreement shall be deemed to relieve BNY of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof.
(b) Mellon shall call a meeting of its shareholders (the “Mellon Shareholders’ Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Mellon Shareholder Approval and such other matters as the Board of Directors of Mellon may direct, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Mellon shall use its reasonable best efforts to obtain the Mellon Shareholder Approval, and nothing in this Agreement shall be deemed to relieve Mellon of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof.
(c) BNY and Mellon shall use their reasonable best efforts to hold the BNY Shareholders’ Meeting and the Mellon Shareholders’ Meeting on the same day.
Shareholders’ Approvals. Each of CAVB and PNFP shall call a meeting of its shareholders to be held as soon as reasonably practicable for the purpose of voting upon proposals to adopt this Agreement and approve the Merger Agreement and the Merger, and each shall use its reasonable best efforts, to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of PNFP and CAVB shall use its reasonable best efforts (and subject to its fiduciary duty) to obtain from the shareholders of PNFP and CAVB, as the case may be, the vote in favor of the adoption of this Agreement required by the TBCA and PNFP's and CAVB's charter and bylaws, as the case may be to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated, this Agreement shall be submitted to the shareholders of CAVB and PNFP at such meeting for the purpose of obtaining the CAVB Shareholder Approval or PNFP Shareholder Approval, as the case may be, and voting on the approval and adoption of this Agreement and nothing contained herein shall be deemed to relieve CAVB and PNFP of such obligations.
Shareholders’ Approvals. The Parent Shareholders' Merger Approval and the Company Shareholders' Approval shall have been obtained.
Shareholders’ Approvals. The SCANA Shareholders' Approval and the PSNC Shareholders' Approval shall have been obtained.
Shareholders’ Approvals. Each of CCB and NCBC shall call a meeting of its shareholders to be held as soon as reasonably practicable for the purpose of voting upon the requisite shareholder approvals required in connection with this Agreement and the Merger, and each shall use its reasonable best efforts, except as may otherwise be required by applicable law, to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of NCBC and CCB shall use its reasonable best efforts to obtain from the shareholders of NCBC and CCB, as the case may be, the vote in favor of the adoption of this Agreement required by the NCBCA and TBCA, respectively to consummate the transactions contemplated hereby.
Shareholders’ Approvals. 28 6.4 LEGAL CONDITIONS TO MERGER...........................................29 6.5 AFFILIATES; PUBLICATION OF COMBINED FINANCIAL RESULTS................29 6.6
Shareholders’ Approvals. Each of FCB and OSB shall call a meeting of its shareholders to be held as soon as reasonably practicable for the purpose of voting upon this Agreement and the Plan of Merger (and, in the case of FCB, the issuance of shares of FCB Common Stock in the Merger), and, subject to the terms and conditions of this Agreement and the Plan of Merger, each of FCB and OSB shall use reasonable efforts to cause such meetings to occur on the same date and each shall use all reasonable efforts to obtain shareholder approval of this Agreement, the Plan of Merger and the Merger.
