Common use of Action of Shareholders Clause in Contracts

Action of Shareholders. (a) If required by applicable law to approve the Merger, the Company shall take all action necessary in accordance with the PBCL and its Articles of Incorporation and By-Laws to convene a meeting of its shareholders promptly after the consummation of the Offer to consider and vote upon this Agreement and the Merger. If a meeting of the Company's shareholders is to be called, the Company shall, if and to the extent requested by Purchaser but subject to the fiduciary duties of the Independent Directors, use all reasonable efforts to solicit from such shareholders proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or which otherwise may be reasonably requested by Purchaser, to secure a vote of such shareholders in favor of adoption of this Agreement.