Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Company Shareholders’ Meeting’”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.03 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters (the “Parent Shareholders’ Meeting’”). Parent will, through its Board of Directors, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.

Shareholders Meetings. The Company LaSalle Holdings and LaSalle Re shall take all steps necessary each request the Court to duly callconvene a special meeting of its respective shareholders (and, if necessary, classes of shareholders), with the meeting of LaSalle Holdings to occur first, and Trenwick, acting through its Board of Directors, shall in accordance with the GCL call a special meeting of its stockholders (and, if necessary, classes of stockholders), and shall give notice of, convene and hold a meeting of its shareholders to be held such special meetings as soon as is reasonably practicable practicable, but in no event more than 45 days, after the date on which Form S-4 is declared effective by the S-4 becomes effective SEC for the purpose of voting approving this Agreement and all actions contemplated hereby. In connection with such meetings, each of LaSalle Holdings, LaSalle Re and Trenwick shall mail the Joint Proxy Statement to its respective shareholders as promptly as practicable. The respective Boards of Directors of each of LaSalle Holdings, LaSalle Re and Trenwick shall submit for approval and adoption by its respective shareholders the matters to be voted upon at such meetings and shall, subject to their fiduciary duties after having consulted with and considered the advice of outside counsel, include in the Joint Proxy Statement the recommendation of its respective Board of Directors that the shareholders vote in favor of the approval and adoption of this Agreement and the Company Shareholder Matters Plans and holding a “Say on Merger Pay” non-binding advisory vote each such party shall (subject to the extent required by SEC regulations (the “Company Shareholders’ Meeting’”). The Company will, through fiduciary duties of its Board of Directors) use all commercially reasonable efforts to secure such approval and adoption. LaSalle Holdings, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel LaSalle Re and pursuant Trenwick shall coordinate and cooperate with respect to the provisions timing of Section 5.03 of this Agreement, recommend such meetings and shall endeavor to its shareholders approval of hold such meetings on the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters (the “Parent Shareholders’ Meeting’”). Parent will, through its Board of Directors, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreementsame day.