Stockholder Approvals; Election of Directors. Each of Dime and Xxxxxx agrees to take, in accordance with applicable law and its respective certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Dime Common Stock (the "Dime Meeting") and Xxxxxx Common Stock (the "Xxxxxx Meeting"), respectively, as promptly as practicable after the Registration Statement (as defined in Section 6.5) is declared effective to consider and vote upon the adoption of the agreement of merger (within the meaning of Section 252 of the DGCL) or plan of merger (within the meaning of Section 14A: 10-3 of the NJBCA) contained in this Agreement. The Board of Directors of each of Dime and Xxxxxx will recommend such adoption, and each of Dime and Xxxxxx will take all reasonable action to solicit such adoption by its respective stockholders, and the Governance and Nominating Committee of the Board of Directors of Dime will nominate the Former Xxxxxx Directors (as designated pursuant to Section 3.2(a)) for, and prior to the Effective Time Dime's Board of Directors will adopt such resolutions necessary for, the election of such persons as directors of the Surviving Corporation, with such election to take effect at the Effective Time.
Stockholder Approvals; Election of Directors. A-19 6.5 Filings; Other Actions........................... A-19 6.6
