Common use of Stockholder Approvals Clause in Contracts

Stockholder Approvals. (a) CBAC shall call a stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon adoption of this Agreement, the amendments to CBAC’s Certificate of Incorporation set forth in Exhibit A hereto and such other related matters as it deems appropriate. BOE shall call a stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon the adoption of this Agreement and such other related matters as it deems appropriate. The Parties shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable efforts to hold such meetings on the same day. (b) In connection with the Stockholders Meetings, (i) CBAC and BOE shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors under applicable Law.

Stockholder Approvals. (a) CBAC shall call a stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon adoption of this Agreement, the amendments to CBAC’s Certificate of Incorporation set forth in Exhibit A hereto and such other related matters as it deems appropriate. BOE TFC shall call a stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon the adoption of this Agreement and such other related matters as it deems appropriate. The Parties shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable efforts to hold such meetings on the same day. In addition, the Chairman of the Board of Directors and the Chief Executive Officer of each Party shall make themselves physically present at the other Party’s Stockholders Meeting for introduction to such Party’s stockholders. (b) In connection with the Stockholders Meetings, (i) CBAC and BOE TFC shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE TFC shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE TFC shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE TFC may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party ifParty, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors under applicable Law.

Stockholder Approvals. (a) CBAC Union shall call a meeting of its stockholders meeting, for the purpose of obtaining the Union Stockholder Approvals and shall use its reasonable best efforts to be held cause such meeting to occur as soon as reasonably practicable after (such meeting and any adjournment or postponement thereof, the “Union Stockholders Meeting”). Subject to Section 5.5, the Board of Directors of Union shall (i) recommend to Union’s stockholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Union Board Recommendation”), (ii) include the Union Board Recommendation in the Joint Proxy Statement is cleared by Statement, and (iii) solicit and use its reasonable best efforts to obtain the SEC, Union Stockholder Approvals. (b) StellarOne shall call a meeting of its stockholders for the purpose of voting upon adoption of this Agreement, obtaining the amendments StellarOne Stockholder Approval and shall use its reasonable best efforts to CBAC’s Certificate of Incorporation set forth in Exhibit A hereto and cause such other related matters as it deems appropriate. BOE shall call a stockholders meeting, meeting to be held occur as soon as reasonably practicable after (such meeting and any adjournment or postponement thereof, the Joint Proxy Statement is cleared by “StellarOne Stockholders Meeting”). Subject to Section 5.5, the SEC, for Board of Directors of StellarOne shall (i) recommend to StellarOne’s stockholders the purpose of voting upon the adoption approval of this Agreement and such other related matters as it deems appropriate. The Parties shall coordinate the transactions contemplated hereby, including the Merger (the “StellarOne Board Recommendation”), (ii) include the StellarOne Board Recommendation in the Joint Proxy Statement, and cooperate with respect (iii) solicit and use its reasonable best efforts to obtain the timing of such meetings StellarOne Stockholder Approval. (c) Union and StellarOne shall use their reasonable best efforts to hold such their respective stockholder meetings on the same day. (b) In connection with the Stockholders Meetings, (i) CBAC and BOE shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors under applicable Law.

Stockholder Approvals. (a) CBAC As soon as practicable following the date of this Agreement, but in any event within sixty (60) days following the date of this Agreement, KCS shall call file with the SEC an amended proxy statement for a special meeting of its stockholders meeting, to be held called to obtain the KCS Stockholder Approval and shall use its commercially reasonable efforts to obtain clearance of such proxy statement from the SEC as soon as reasonably practicable practicable. Promptly after the Joint Proxy Statement is definitive proxy statement has been cleared by the SEC, for KCS will call and give notice of a special meeting of its stockholders, cause a proxy statement and any amendments thereto to be mailed to its stockholders, convene the purpose special meeting of voting upon adoption its stockholders, which KCS shall endeavor to hold within forty-five (45) days following the mailing of this Agreementsuch proxy statement or the last of any amendment or supplement thereto, and seek to obtain the amendments approval of its stockholders to CBAC’s Certificate of Incorporation the matters set forth in Exhibit A hereto and therein as requiring such other related matters as approval, including recommending such approval to its stockholders, provided that the KCS Board may withdraw its recommendation of the Acquisition if it deems appropriate. BOE shall call is advised by counsel to the effect that because of a stockholders meeting, to be held as soon as reasonably practicable third party proposal occurring after the Joint Proxy Statement is cleared by date of the SECKCS Board’s initial approval of the Acquisition, for the purpose KCS Board to continue to recommend the Acquisition would be a breach of voting upon the adoption of this Agreement and such other related matters as it deems appropriate. The Parties shall coordinate and cooperate with respect KCS Board’s fiduciary duties to the timing of such meetings and shall use their reasonable efforts to hold such meetings on the same dayKCS stockholders. (b) In Within forty-five (45) days following the date of this Agreement, subject to extension for such period of time as is necessary to receive any clearances or approvals in connection with the Stockholders MeetingsCorporate Restructure Information Memorandum described below, (i) CBAC TMM shall hold a meeting of its stockholders to obtain the TMM Stockholder Approval and BOE the shares of capital stock of TMM subject to the Voting Trust shall mail be voted at such meeting in accordance with the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval terms of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Voting Trust. The Board of Directors of TMM shall recommend such Party if, after having consulted with and based upon approval to the advice of counsel, such Party determines in good faith that the failure TMM stockholders. TMM will provide to so withdraw, modify or change its recommendation could constitute KCS a breach draft of the fiduciary duties of such Party’s Board of Directors under applicable Law.relevant Corporate Restructure Information Memorandum that TMM must present to the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.

Stockholder Approvals. (a) CBAC ANB shall call a meeting of its stockholders meeting, for the purpose of obtaining the ANB Stockholder Approval and shall use its reasonable best efforts to be held cause such meeting to occur as soon as reasonably practicable after (the Joint Proxy Statement is cleared by “ANB Stockholder Meeting”). In connection with that meeting, the SEC, Board of Directors of ANB shall support and recommend approval of the issuance of ANB Common Stock pursuant to this Agreement and shall use its reasonable best efforts to obtain the ANB Stockholder Approval. (b) MFC shall call a meeting of its stockholders for the purpose of voting upon adoption of this Agreement, obtaining the amendments MFC Stockholder Approval and shall use its reasonable best efforts to CBAC’s Certificate of Incorporation set forth in Exhibit A hereto and cause such other related matters as it deems appropriate. BOE shall call a stockholders meeting, meeting to be held occur as soon as reasonably practicable after (the Joint Proxy Statement is cleared by “MFC Stockholder Meeting”). In connection with that meeting, the SEC, for the purpose Board of voting upon the adoption Directors of MFC shall support and recommend approval of this Agreement and such other related matters as it deems appropriate. The Parties the transactions contemplated hereby and shall coordinate use its reasonable best efforts to obtain the MFC Stockholder Approval unless the Board of Directors of MFC has received and cooperate recommended (or submitted to stockholders) a Superior Proposal in accordance with respect to the timing of such meetings Section 5.5. (c) ANB and MFC shall use their reasonable best efforts to hold such their respective stockholder meetings on the same day. (bd) In connection with the Stockholders MeetingsExcept as otherwise provided in this Agreement, nothing in this Agreement shall be deemed to relieve either ANB or MFC of its obligation to submit this Agreement to its respective stockholders for a vote (i) CBAC and BOE shall mail with respect to ANB, to approve of the Joint Proxy Statement issuance of ANB Common Stock pursuant to their respective stockholders, this Agreement or (ii) the Boards of Directors of CBAC and BOE shall recommend with respect to their respective stockholders MFC, on the approval of this Agreement and the matters submitted for approval and (iii) the Board Plan of Directors and officers of CBAC and BOE shall use their reasonable efforts Merger; provided, that neither party will be required to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner submit this Agreement to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to stockholders if doing so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors would not be permissible under applicable Lawlaw.

Stockholder Approvals. (a) CBAC Subject to Section 9.1, the Company shall call duly call, convene and hold a meeting of its stockholders meeting, to be held (the "Company Stockholder Meeting") as soon as reasonably practicable after the Joint Proxy S-4 Registration Statement is cleared becomes effective for purposes of obtaining the Company Stockholder Approval (it being understood and agreed that, notwithstanding an Adverse Recommendation Change by the SEC, for the purpose of voting upon adoption of this AgreementCompany, the amendments Company shall submit to CBAC’s Certificate the stockholders of Incorporation set forth the Company for approval the matters contemplated by the Company Stockholder Approval unless this Agreement shall have terminated in Exhibit A hereto accordance with its terms). Subject to Section 7.3 and such other related matters as it deems appropriate. BOE Section 9.1, the Company shall call use its reasonable best efforts to obtain from its stockholders the Company Stockholder Approval. (b) Subject to Section 9.1, iPCS shall duly call, convene and hold a meeting of its stockholders meeting, to be held (the "iPCS Stockholder Meeting") as soon as reasonably practicable after the Joint Proxy S-4 Registration Statement is cleared becomes effective for purposes of obtaining the iPCS Stockholder Approval (it being understood and agreed that, notwithstanding an Adverse Recommendation Change by iPCS, iPCS shall submit to the stockholders of iPCS for approval the matters contemplated by the SEC, for the purpose of voting upon the adoption of iPCS Stockholder Approval unless this Agreement shall have terminated in accordance with its terms). Subject to Section 7.3 and such other related matters as it deems appropriate. The Parties Section 9.1, iPCS shall coordinate use its reasonable best efforts to obtain from its stockholders the iPCS Stockholder Approval. (c) Subject to Section 9.1, the Company and cooperate with respect to the timing of such meetings and iPCS shall use their respective reasonable best efforts to hold such meetings cause the Company Stockholder Meeting and the iPCS Stockholder Meeting to occur on the same day. (b) In connection with the Stockholders Meetings, (i) CBAC and BOE shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors under applicable Law.

Stockholder Approvals. (a) CBAC VFG shall call a meeting of its stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon adoption obtaining the VFG Stockholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of this Agreement, Directors of VFG shall support and recommend approval of the amendments Merger Agreement and the transactions contemplated therein shall use its reasonable best efforts to CBAC’s Certificate of Incorporation set forth obtain the VFG Stockholder Approval unless the Board has received and recommended (or submitted to stockholders) a Superior Proposal in Exhibit A hereto and such other related matters as it deems appropriate. BOE accordance with Section 5.5. (b) FNB shall call a meeting of its stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon obtaining the adoption FNB Stockholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of this Directors of FNB shall support and recommend approval of the Merger Agreement and such other related matters as it deems appropriate. The Parties the transactions contemplated therein shall coordinate use its reasonable best efforts to obtain the FNB Stockholder Approval unless the Board has received and cooperate recommended (or submitted to stockholders) a Superior Proposal in accordance with respect to the timing of such meetings Section 5.5. (c) VFG and FNB shall use their reasonable best efforts to hold such their respective stockholder meetings on the same day. (bd) In connection with Nothing in this Agreement shall be deemed to relieve either party of its obligation to submit this Agreement to its stockholders for a vote on the Stockholders Meetingsadoption thereof; provided, (i) CBAC and BOE shall mail the Joint Proxy Statement that neither party will be required to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend submit this Agreement to their respective its stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to if doing so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors would not be permissible under applicable Lawlaw.

Stockholder Approvals. (a) CBAC Following the execution of this Agreement on the date hereof, the Company shall call a stockholders meeting, to be held as soon as reasonably practicable after promptly take all action necessary in accordance with the Joint Proxy Statement is cleared by DGCL and the SECCompany Organizational Documents, for the purpose of voting upon adoption approving this Agreement and the transactions contemplated hereby, to convene a meeting of the Company’s securityholders or to obtain the consent of the Company’s securityholders by written action in lieu of a meeting, and the Company shall use all reasonable efforts to solicit from securityholders of the Company proxies or written consents in favor of the ISS Merger and shall use reasonable efforts to secure the Required Merger Stockholder Vote, evidence of which shall be delivered to RMG promptly following the execution of this Agreement, Agreement on the amendments to CBAC’s Certificate date hereof. The approval of Incorporation set forth in Exhibit A hereto and such other related matters as it deems appropriate. BOE shall call a stockholders meeting, to be held as soon as reasonably practicable after the Joint Proxy Statement is cleared this Agreement by the SECrequisite vote or written consent of the Stockholders (including the ISS Written Consent), when obtained, shall be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof binding upon the Stockholders. (b) Following the execution of this Agreement on the date hereof, RMG shall promptly take all action necessary in accordance with the DGCL and the certificate of incorporation of RMG, for the purpose of voting upon approving this Agreement and the adoption transactions contemplated hereby, to convene a meeting of the holders of RMG Common Stock or to obtain the consent of such holders by written action in lieu of a meeting, and RMG shall use reasonable efforts to solicit from such holders proxies or written consents in favor of the RMG Merger and shall use reasonable efforts to secure the Required RMG Approvals, evidence of which shall be delivered to the Company promptly following the execution of this Agreement and such other related matters as it deems appropriate. The Parties shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable efforts to hold such meetings on the same daydate hereof. (b) In connection with the Stockholders Meetings, (i) CBAC and BOE shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party if, after having consulted with and based upon the advice of counsel, such Party determines in good faith that the failure to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such Party’s Board of Directors under applicable Law.

Stockholder Approvals. (a) CBAC Holding Company shall call a meeting of its stockholders meeting, for the purpose of obtaining the Holding Company Stockholder Approvals and shall use its reasonable best efforts to be held cause such meeting to occur as soon as reasonably practicable after (such meeting and any adjournment or postponement thereof, the Joint Proxy Statement is cleared “Holding Company Stockholders Meeting”). In connection with that meeting, the Board of Directors of Holding Company shall support and recommend approval of this Agreement and the Plan of Merger, the Holding Company Articles Amendment and any other matters required to be approved by Holding Company’s stockholders for consummation of the SECMerger, and shall use its reasonable best efforts to obtain the Holding Company Stockholder Approvals unless the Board of Directors of Holding Company has received and recommended (or submitted to stockholders) a Superior Proposal in accordance with Section 5.5. (b) Buyer shall call a meeting of its stockholders for the purpose of voting upon adoption of this Agreement, obtaining the amendments Buyer Stockholder Approval and shall use its reasonable best efforts to CBAC’s Certificate of Incorporation set forth in Exhibit A hereto and cause such other related matters as it deems appropriate. BOE shall call a stockholders meeting, meeting to be held occur as soon as reasonably practicable after (such meeting and any adjournment or postponement thereof, the Joint Proxy Statement is cleared by the SEC, for the purpose of voting upon the adoption of this Agreement and such other related matters as it deems appropriate“Buyer Stockholders Meeting”). The Parties shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable efforts to hold such meetings on the same day. (b) In connection with the Stockholders Meetingsthat meeting, (i) CBAC and BOE shall mail the Joint Proxy Statement to their respective stockholders, (ii) the Boards of Directors of CBAC and BOE shall recommend to their respective stockholders the approval of the matters submitted for approval and (iii) the Board of Directors and officers of CBAC and BOE shall use their reasonable efforts to obtain such stockholders’ approval; provided that each of CBAC and BOE may withdraw, modify, or change in an adverse manner to the other Party its recommendations of the Board of Directors of such Party ifBuyer shall support and recommend approval of this Agreement and the Plan of Merger, after having consulted with and based upon any other matters required to be approved by Buyer’s stockholders for consummation of the advice of counselMerger, such Party determines in good faith that and shall use its reasonable best efforts to obtain the failure Buyer Stockholder Approval, subject to so withdraw, modify or change its recommendation could constitute a breach of the fiduciary duties of such PartyBuyer’s Board of Directors under applicable LawDirectors.