Special Meeting of Shareholders. (a) FTFC shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of voting upon the AGREEMENT and the transactions contemplated hereby, including the BKFC MERGER. FTFC shall use its reasonable efforts to hold such meetings as soon as practicable following the effective date of the REGISTRATION STATEMENT. The Board of Directors of FTFC shall (i) recommend to the shareholders in the PROXY STATEMENT the approval of this AGREEMENT and the transactions contemplated hereby, including the BKFC MERGER, and the other matters to be submitted to the shareholders in connection therewith, except to the extent that the Board of Directors of FTFC, after consultation with and based upon the written advice of counsel, determines in good faith that such recommendation would breach its fiduciary duties to the shareholders of FTFC under applicable law, and (ii) use their reasonable efforts to obtain the necessary approvals by the shareholders of this AGREEMENT, any amendments hereto, and the transactions contemplated hereby, including the BKFC MERGER.
(b) Immediately after the approval of this AGREEMENT by the requisite vote of the FTFC shareholders, FTFC shall approve this AGREEMENT and the transactions contemplated hereby, including the BANK MERGER, as the sole shareholder of FSB.
Special Meeting of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust's notice of meeting pursuant to Section 5.04 of this Agreement. Nominations of individuals for election to the Board of Directors, other than the Chairman, for so long as the Manager is entitled to appoint a director of the Board of Directors to serve as Chairman pursuant to the terms of the Management Services Agreement, may be made at a special meeting of Shareholders at which directors are to be elected pursuant to the Trust's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any Shareholder who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 5.
Special Meeting of Shareholders. (a) If required by applicable law in order to consummate the Merger, the Company agrees to take all steps necessary to cause a special meeting of the Shareholders (the "Special Meeting") to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment and purchase of shares of Company Common Stock by the Parent or its affiliates pursuant to the Offer for the purpose of voting to approve this Agreement and the Merger. In connection with the Special Meeting, the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, shall unanimously recommend to the Shareholders that the Shareholders vote in favor of the approval of this Agreement and the Merger.
(b) In connection with the Special Meeting, the Company agrees to promptly prepare and cause to be filed with the SEC and mailed to the Shareholders a notice of the Special Meeting and a definitive proxy statement (the "Proxy Statement") and shall cause such notice to be mailed no later than the time required by applicable law and the certificate of incorporation and bylaws of the Company. The Parent and Acquisition agree to provide the Company with any information for inclusion in the Proxy Statement (or any amendments or supplements thereto) which is required by applicable law or which is reasonably requested by the Company. The Company shall consult with the Parent and Acquisition with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford the Parent and Acquisition reasonable opportunity to comment thereon prior to its finalization. If, at any time prior to the Special Meeting, any event shall occur relating to Company or the transactions contemplated by this Agreement which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly notify in writing the Parent and Acquisition of such event. In such case, the Company, with the cooperation of the Parent and Acquisition, will promptly prepare and mail such amendment or supplement and the Company shall consult with the Parent and Acquisition with respect to such amendment or supplement and shall afford the Parent and Acquisition reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify the Parent and Acquisition at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Shareholders.
(c) The Parent agrees th...
Special Meeting of Shareholders. (a) The Company shall call and hold a special meeting of shareholders (the "Special Meeting") as promptly as practicable after the date hereof for the purpose of voting upon the following matters:
(i) an amendment to the Restated Articles of Incorporation (the "Certificate of Amendment") increasing the number of shares of authorized Common Stock to 12,000,000 shares and removing the reservation of voting rights solely to common shares; and
(ii) the sale and issuance by the Company of securities equal to 20% or more of the Common Stock outstanding at less than the market value of the Common Stock in accordance with the requirements of the Nasdaq SmallCap Market.
(b) Immediately following the approval by the shareholders of the Certificate of Amendment, if such approval is obtained, the Company shall file the Certificate of Amendment with the Secretary of State of the State of Minnesota.
(c) The Company shall use its best efforts to ensure that its directors and officers vote in favor of the matters described in subsection (a)(i) and (ii) of this Section 7.1.
Special Meeting of Shareholders. 9 Section 1.13 Merger Without Approval of Company Shareholders ..............10 ARTICLE II -- DISSENTING SHARES; PAYMENT FOR SHARES Section 2.1 Dissenting Shares ............................................10 Section 2.2
Special Meeting of Shareholders. If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law, subject to the terms and conditions of this Agreement:
(a) as soon as reasonably practicable, duly call, give notice of, convene and hold a meeting of its shareholders (the "Special Meeting") for the purpose of considering and taking action upon the approval of the Merger and the approval and adoption of this Agreement;
(b) except as permitted in Section 1.12(c) and 5.2 below, include in the Proxy Statement (as hereinafter defined) the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval and adoption of this Agreement;
(c) use reasonable efforts to obtain shareholder approval (subject to the Board, after having consulted with legal counsel, determining in good faith that the taking of such action would constitute a breach of the Board's fiduciary obligations under applicable law);
(d) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its best efforts to obtain and furnish the information required to be included by it in the proxy or information statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement, and cause a definitive proxy or
Special Meeting of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s Notice of meeting pursuant to Section 5.4 of this Agreement. Nominations of individuals for election to the Board of Directors by the Trust, other than the Manager’s appointed directors, for so long as the Manager is entitled to appoint directors of the Board of Directors pursuant to the terms of the Sponsor Agreement, may be made at a special meeting of Shareholders at which the Shareholders are to direct the Regular Trustees with respect to the Trust’s election of directors pursuant to the Trust’s Notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any Shareholder who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 5.8.
Special Meeting of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s Notice of meeting pursuant to Section 5.4 of this Agreement. Nominations of individuals for election to the Board of Directors by the Trust, other than the Manager’s appointed directors, for so long as the Manager is entitled to appoint directors of the Board of Directors pursuant to the terms of the Sponsor Agreement, may be made at a special meeting of Shareholders at which the Shareholders are to direct the Regular Trustees with respect to the Trust’s election of directors pursuant to the Trust’s Notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any Shareholder who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 5.8. In addition to any other applicable requirements, for a nomination for election by the Trust of a director to be made by a Shareholder, such Shareholder must (A) be a Shareholder of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Shareholders entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 5.8(b) to the Secretary. In the event the Sponsor, on behalf of the Trust calls a special meeting of Shareholders for the purpose of their voting to direct the Trust with respect to its electing one or more directors to the Board of Directors, any such Shareholder may nominate such number of individuals for election by the Trust to such position(s) as are specified in the Trust’s Notice of Meeting, if the Shareholder’s notice as required by clause (ii) of Section 5.8(a) of this Agreement shall be delivered to the Secretary at the principal executive offices of the Sponsor not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a Shareholder’s notice as described above.
Special Meeting of Shareholders. Promptly after the First Closing, the Company shall call a special meeting of the Company's shareholders ("Special Meeting") to approve the issuance of the Shares to be issued to Investor by the Company pursuant to this Agreement and to increase the Company's authorized shares of Common Stock to permit the issuance of the Shares. The Company shall prepare and file with the SEC, and mail to shareholders, proxy materials soliciting shareholder proxies to vote in favor of the issuance of and increase in the authorized Shares. The Board of Directors of the Company shall recommend that shareholder vote in favor of such issuance and sale of the Shares and increase in the Company's authorized shares. Investor shall provide all information required regarding the Investor and its affiliates for use in such proxy materials.
Special Meeting of Shareholders. The Chairperson of the Board of Directors, the Chief Executive Officer of this corporation, the President of this corporation or the Board of Directors may call special meetings of the shareholders. Further, prior to the Threshold Date, a special meeting of the shareholders may be called upon request by holders of not less than twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting, provided the request is in proper form as prescribed by the Bylaws of this corporation and as otherwise required by applicable laws. After the Threshold Date, special meetings of the shareholders may not be called by the shareholders or any other person or persons, other than as set forth in the first sentence of this Article 12.
