Implementation Process. Approval by the Board and Shareholders The Parties understand that the Leading Investment and Additional Leading Investment will not require the approval of the shareholders of the Company. If the Proposed Transaction is approved by the Board, it shall be submitted by the Board to the Company’s shareholders for a vote at a meeting (the “Shareholder Meeting”) to be held on a date to be agreed on by the Parties. At the Shareholder Meeting, the shareholders shall vote on approval of the IWL Investment, any related amendments that are required to be made to the Company’s certificate of incorporation and any other matters necessary to implement the IWL Investment that require shareholder approval. The Company, in consultation with the IWL, shall prepare a proxy statement for distribution to the shareholders in connection with such meeting (the “Proxy Statement”). Regulatory Approvals As soon as practicable following the execution of the IWL Investment Agreement, the Parties shall seek all regulatory and other third party approvals required for the implementation of the IWL Investment, including, without limitation, any approvals required by the Federal Reserve Board and CDFI, any approval required by Financial Services Commission and Financial Supervisory Service of Korea, any approvals required from the FINRA (formerly NASD) in respect of a change of control of the Company and all home country, state and Federal bank regulatory authorities. The Parties shall also cooperate in making any necessary filings with the SEC, any exchange or quotation system on which the stock is traded or quoted, and any other applicable governmental authorities, including banking authorities. Consummation of the Additional Leading Investment and IWL Investment shall be conditioned on, among other things, obtaining all such required approvals. Other Third Party Approvals As soon as practicable following the execution of the Definitive Documentation, the Parties shall seek the approval of any third parties with which the Company and its subsidiaries have outstanding credit facilities, leases or other contracts, to the extent that such approval is required (or reasonably deemed advisable by IWL or Leading) for the implementation of the Proposed Transaction. Consummation of the Leading Investment, Additional Leading Investment and IWL Investment shall be conditioned on obtaining all such approvals that are determined to be material.
Appears in 1 contract
Sources: Term Sheet (Hanmi Financial Corp)
Implementation Process. Approval by the Board and Shareholders The Parties understand that the Leading Investment and Board and Additional Leading Investment will not require the approval Shareholders of the shareholders of the Company. If the Proposed Transaction is approved by the Board, it shall be submitted by the Board to the Company’s 's shareholders for a vote at a meeting (the “"Shareholder Meeting”") to be held on a date to be agreed on by the Parties. At the Shareholder Meeting, the shareholders shall vote on approval of the IWL Investment, any related amendments that are required to be made to the Company’s 's certificate of incorporation and any other matters necessary to implement the IWL Investment that require shareholder approval. The Company, in consultation with the IWL, shall prepare a proxy statement for distribution to the shareholders in connection with such meeting (the “"Proxy Statement”"). Regulatory Approvals As soon as practicable following the execution of the IWL Approvals Investment Agreement, the Parties shall seek all regulatory and other third party approvals required for the implementation of the IWL Investment, including, without limitation, any approvals required by the Federal Reserve Board and CDFI, any approval required by Financial Services Commission and Financial Supervisory Service of Korea, any approvals required from the FINRA (formerly NASD) in respect of a change of control of the Company and all home country, state and Federal bank regulatory authorities. The Parties shall also cooperate in making any necessary filings with the SEC, any exchange or quotation system on which the stock is traded or quoted, and any other applicable governmental authorities, including banking authorities. Consummation of the Additional Leading Investment and IWL Investment shall be conditioned on, among other things, obtaining all such required approvals. Other Third Party Approvals As soon as practicable following the execution of the Approvals Definitive Documentation, the Parties shall seek the approval of any third parties with which the Company and its subsidiaries have outstanding credit facilities, leases or other contracts, to the extent that such approval is required (or reasonably deemed advisable by IWL or Leading) for the implementation of the Proposed Transaction. Consummation of the Leading Investment, Additional Leading Investment and IWL Investment shall be conditioned on obtaining all such approvals that are determined to be material.
Appears in 1 contract
Sources: Term Sheet (Leading Investment & Securities Co., Ltd.)