Submission to Shareholders. RIT shall cause to be duly called and held, on a date selected by RIT as soon as reasonably practicable after the date hereof, a special meeting of its shareholders (the "RIT Shareholders' Meeting") for submission of this Agreement and the RIT/New RIT Merger Transaction for approval of such RIT shareholders as required by the Missouri Corporate Law; provided, however, that anything in the Missouri Corporate Law or the Articles of Incorporation, as amended, of RIT to the contrary notwithstanding, the adoption and approval of this Agreement and the RIT/New RIT Merger Transaction shall require (i) the affirmative vote of the holders of two-thirds of the issued and outstanding shares of the RIT Stock and (ii) the affirmative vote of the holders of a majority of the issued and outstanding shares of the RIT Class A Stock (excluding for these purposes any shares of RIT Class A Stock owned by BCBSMo or by any executive officer or director of BCBSMo or RIT), voting as a class separate and apart from the RIT Class B Stock. In connection with the RIT Shareholders' Meeting, RIT shall prepare and file a Proxy Statement/Prospectus with the SEC and mail it to its shareholders, and the RIT Board (subject to compliance with its fiduciary duties as advised by counsel) and the RIT Independent Committee (subject to compliance with its fiduciary duties as advised by counsel) shall recommend to the RIT shareholders the approval of this Agreement and the RIT/New RIT Merger Transaction contemplated by this Agreement and use their best efforts to obtain such shareholder approval.
Submission to Shareholders. 1ST BANCORP shall cause to be duly called and held, on a date mutually selected by German American and 1ST BANCORP, an annual or special meeting of its shareholders (the "1ST BANCORP Shareholders' Meeting") for submission of this Agreement and the Merger for approval of 1ST BANCORP shareholders as required by the IBCL. In connection with the 1ST BANCORP Shareholders' Meeting, (i) 1ST BANCORP shall cooperate with and assist German American in preparing and filing a registration statement containing a Prospectus/Proxy Statement (the "Prospectus/Proxy Statement") with the SEC in accordance with SEC requirements and 1ST BANCORP shall mail it to its shareholders, (ii) 1ST BANCORP shall furnish German American all information concerning itself that German American may reasonably request in connection with such Prospectus/Proxy Statement, and (iii) the Board of Directors of 1ST BANCORP shall (unless a written opinion of independent counsel for 1ST BANCORP relating to the fiduciary duties of the Board of Directors advises against such a recommendation, in which event the individual members of the Board of Directors shall nevertheless remain personally obligated to support the Agreement and the Merger pursuant to their personal undertakings on the signature page of this Agreement) unanimously recommend to 1ST BANCORP's shareholders the approval of this Agreement and the Merger contemplated hereby.
Submission to Shareholders. This Plan of Merger shall be submitted for approval separately to the shareholders of X-X Merger Sub and Quality Resource Technologies in the manner provided by the laws of the States of Texas and Delaware.
Submission to Shareholders. (a) Glacier and WesterFed will submit the Prospectus/Proxy Statement to, and will use their best efforts in good faith to obtain the prompt approval of the Prospectus/Proxy Statement by, all applicable regulatory authorities. The parties will provide each other with copies of such submissions for review.
Submission to Shareholders. Heartland shall cause to be duly called and held, on a date selected by Heartland with the approval of Banterra, a special meeting of its shareholders (the "Heartland Shareholders' Meeting") for submission of this Agreement and the Merger for approval of such Heartland shareholders as required by the Illinois Corporate Law. In connection with the Heartland Shareholders' Meeting, (i) Banterra and AcquisitionCo shall cooperate and assist Heartland in preparing and filing a Proxy Statement (the "Proxy Statement") with the S.E.C., and Heartland shall mail the Proxy Statement to its shareholders, (ii) Banterra and AcquisitionCo shall furnish Heartland all information concerning themselves that Heartland may reasonably request in connection with such Proxy Statement, and (iii) the Board of Directors of Heartland (subject to compliance with its fiduciary duties as advised by counsel) shall recommend to its shareholders the approval of this Agreement and the Merger contemplated by this Agreement and use its best efforts to obtain such shareholder approval.
Submission to Shareholders. 23 Section 4.04. Consents to Contracts and Leases. . . . . . . . . . . 23 Section 4.05.
Submission to Shareholders. This Plan shall be submitted separately to the sole shareholder of each of the corporations which is a party hereto for approval in the manner provided by the laws of either the State of Indiana or the State of North Carolina.
Submission to Shareholders. AB will promptly take the actions necessary in accordance with applicable Law and its articles of incorporation and bylaws to convene a shareholders’ meeting to consider the approval of this Agreement and to authorize the transactions contemplated by this Agreement (such meeting and any adjournment or postponement thereof, the “AB Meeting”). The AB Meeting will be held on the earliest practical date after the date the Prospectus/Proxy Statement may first be sent to AB’s shareholders without objection by applicable Governmental Authorities. The board of directors of AB has adopted a resolution recommending approval of this Agreement and the Merger by AB’s shareholders, and it shall not withdraw, modify, or qualify its recommendation unless, subsequent to the Execution Date, AB receives a Superior Proposal and the board of directors of AB determines, in good faith and upon the written advice of independent legal counsel, that it would be inconsistent with its fiduciary duties under applicable Law not to withdraw, modify, or qualify such recommendation. AB shall use its commercially reasonable efforts to obtain from the shareholders of AB approval of this Agreement in accordance with Utah Law, including (except as provided in the preceding sentence) by communicating to its shareholders its recommendation (and including such recommendation in the Prospectus/Proxy Statement) that they approve this Agreement and the Merger. Subject to applicable Law, AB shall adjourn or postpone the AB Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient shares of AB Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if, on the date of such AB Meeting, (a) AB has not received proxies representing a sufficient number of shares necessary to obtain the required approval by AB’s shareholders and such approval remains possible to obtain and (b) the shareholders of AB have authorized by the requisite vote under Utah Law the adjournment pursuant to the Prospectus/Proxy Statement; provided that AB shall only be required to adjourn the AB Meeting two times pursuant to this Section 4.3.2.
Submission to Shareholders. This Plan of Merger shall be submitted for -------------------------- approval separately to the shareholders of the constituent corporations in the manner provided by the laws of the State of Texas.
Submission to Shareholders. Buyer shall submit to its outstanding shares of each class for their approval, if necessary, this Agreement and the principal terms of the shares for-assets exchange described in it. Buyer shall use its best efforts to cause its outstanding shares of each class to approve this agreement in the manner required by Florida's Corporation Law.
