Common use of Shareholders’ Approvals Clause in Contracts

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. (a) BNY Each of Target and Acquiror shall call a meeting of its shareholders (the a “BNY Target Shareholders’ Meeting” or “Acquiror Shareholders’ Meeting”, as the case may be) to be held as soon as reasonably practicable for the purpose of obtaining voting upon proposals to adopt and approve this Agreement and the BNY Shareholder Approval Merger, and each shall use its reasonable best efforts, to cause such other matters meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of BNY may direct, each of Acquiror and Target shall use its reasonable best efforts (and subject to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of BNY shall use its reasonable best efforts fiduciary duty) to obtain from the BNY shareholders of Acquiror and Target, as the case may be, the vote in favor of the adoption of this Agreement required by the TBCA and Acquiror’s and Target’s Charter and Bylaws, as the case may be, to consummate the transactions contemplated hereby (such approval a “Target Shareholder Approval” or “Acquiror Shareholder Approval”, and nothing contained in as the case may be). Notwithstanding anything to the contrary herein, unless this Agreement has been terminated, this Agreement shall be deemed submitted to relieve BNY the shareholders of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof. (b) Mellon shall call a Target and Acquiror at such meeting of its shareholders (the “Mellon Shareholders’ Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Mellon Target 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 or Acquiror Shareholder Approval, as 27 the case may be, and voting on the approval and adoption of this Agreement and nothing in this Agreement contained herein shall be deemed to relieve Mellon Target and Acquiror of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereofsuch obligations. (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.