Examples of SCB Meeting in a sentence
Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the CBC Meeting shall be convened and this Agreement shall be submitted to the shareholders of CBC at the CBC Meeting and (y) the SCB Meeting shall be convened and this Agreement shall be submitted to the shareholders of SCB at the SCB Meeting, and nothing contained herein shall be deemed to relieve either CBC or SCB of such obligation.
Each of CBC and SCB shall coordinate with the other regarding the record date and meeting date for the CBC Meeting and the SCB Meeting, and each of CBC and SCB shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date.
SCB shall be required to effect a single adjournment or postponement of the SCB Meeting pursuant to clause (i) or (ii) of this Section 5.04(c) for a single period of no more than fifteen (15) Business Days only to allow time to solicit additional proxies as may be necessary to obtain the Requisite SCB Shareholder Approval.
SCB shall use its reasonable best efforts to obtain the Requisite SCB Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the SCB Meeting is called, noticed, convened, held, and conducted, and that all proxies solicited by SCB in connection with the SCB Meeting are solicited in compliance in all material respects with the TBCA, the charter and bylaws of SCB, and all other applicable legal requirements.
In the event that there is present at the SCB Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite SCB Shareholder Approval, SCB will not adjourn or postpone the SCB Meeting unless SCB is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of SCB.
Subject only to the receipt of the Requisite SCB Shareholder Approval at the SCB Meeting, this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of SCB and the board of directors of SCB on or prior to the date hereof.
SCB shall keep SMBK updated with respect to the proxy solicitation results in connection with the SCB Meeting as reasonably requested by SMBK.
Except with the prior approval of PPBI, no other matters shall be submitted for the approval of the SCB shareholders at the SCB Meeting.
Except with the prior approval of SMBK, no other matters shall be submitted for the approval of SCB shareholders at the SCB Meeting.
At any time prior to the SCB Meeting, by FCB if SCB shall have breached Section 6.08 or SCB’s Board shall have failed to make its recommendation referred to in Section 6.02, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of FCB.