STOCKHOLDER APPROVAL AND BEST EFFORTS. The Bank will, as soon as practicable, present for the approval of its stockholders this Agreement, the Plan of Consolidation and the transactions contemplated hereby and thereby. The Board of Directors of the Bank will use its best efforts to secure the approval by the holders of the requisite number of shares of Bank Common Stock of this Agreement, the Plan of Consolidation and the transactions contemplated hereby and thereby (but this provision shall not be interpreted as requiring such directors in their capacity as stockholders of the Bank to vote their shares of Bank Common Stock in favor of this Agreement or the Plan of Consolidation) and will use its best efforts to take or cause to be taken all other actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the Plan of Consolidation, including such actions as the Company or the Delaware Company may reasonably consider necessary, proper or advisable in connection with filing applications and registration statements with, or obtaining approvals from all regulatory authorities having jurisdiction over the transactions contemplated by this Agreement and the Plan of Consolidation. The information delivered by the Bank to its stockholders with respect to their consideration of the transactions contemplated hereby (except insofar as such information is furnished by or based upon information furnished by the Company, the Delaware Company or the New Bank) will not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements made therein not false or misleading.
STOCKHOLDER APPROVAL AND BEST EFFORTS. (a) Guaranty will, within 60 days after the date that the Registration Statement is declared effective, take all steps under Applicable Law and its Charter Documents to duly call, give notice of, convene and hold a meeting of its stockholders to consider the Merger, this Agreement and the transactions contemplated hereby (the “Guaranty Meeting”) at such time as may be mutually agreed to by the parties for the purpose of: (i) voting upon the adoption and approval of this Agreement and the transactions contemplated hereby, including the issuance of shares of Guaranty Common Stock in connection therewith; and (ii) for such other purposes consistent with the complete performance of this Agreement as may be necessary or desirable (the “Guaranty Stockholder Approval”). The Guaranty Board shall recommend to Guaranty’s stockholders the approval of the Merger, this Agreement and the transactions contemplated hereby. The Guaranty Board shall not withdraw, amend or modify in any manner adverse to the Company its recommendation and will obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby.
