Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicable) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.17) to the Company’s shareholders for approval.
Appears in 3 contracts
Sources: Merger Agreement (Two River Bancorp), Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Oceanfirst Financial Corp)
Restructuring Efforts. If the Company Seller shall have failed to obtain the Requisite Company Vote requisite vote or votes of its shareholders for the consummation of the transactions contemplated by this Agreement at the a duly convened Company Meeting held meeting of its shareholders or at any adjournment or postponement thereof, then, unless this Agreement has shall have been terminated in accordance with pursuant to its terms, each of the parties Parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Common Stock as provided for in this Agreement, Merger Consideration in a manner adverse to such party Party or its stockholders or shareholders, as applicable) and/or and to resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant transaction to this Section 6.17) to the CompanySeller’s shareholders for approval, with the timing of such resubmission to be determined at the request of Buyer.
Appears in 3 contracts
Sources: Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp)
Restructuring Efforts. If either the Company or Parent shall have failed to obtain the Requisite Company Vote or the Requisite Parent Vote at the duly convened Company Meeting or Parent Meeting, as applicable, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of the capital stock of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicable) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.16) to the Company’s its respective shareholders for approval.
Appears in 2 contracts
Sources: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Cape Bancorp, Inc.)
Restructuring Efforts. If the either Company or Parent shall have failed to obtain the Requisite Company Vote or the Requisite Parent Vote at the duly convened Company Meeting or Parent Meeting, as applicable, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein contemplated by this Agreement (it being understood provided, however, that neither no party shall have any obligation to agree to (i) alter or change any material termsterm of this Agreement, including the amount or kind of the consideration to be issued to holders of Company Common Stock as provided for in this AgreementMerger Consideration, in a manner adverse to such party or its stockholders stockholders/shareholders or shareholders, as applicable(ii) adversely affect the Tax treatment of the Mergers with respect to Company’s stockholders) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.16) to the Company’s its stockholders/shareholders for approvalapproval or adoption.
Appears in 2 contracts
Sources: Merger Agreement (First Horizon National Corp), Merger Agreement (Capital Bank Financial Corp.)
Restructuring Efforts. If either the Company or Parent shall have failed to obtain the Requisite Company Vote or the Requisite Parent Vote at the duly convened Company Meeting or Parent Meeting, as applicable, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein contemplated by this Agreement (it being understood that neither party shall have any obligation to alter or change any material terms, including the Merger Consideration, the amount or kind of the consideration to be issued to holders of the capital stock of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicable) shareholders and/or resubmit this Agreement or and/or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.15) to the Company’s its respective shareholders for approval).
Appears in 2 contracts
Sources: Merger Agreement (Franklin Financial Network Inc.), Merger Agreement (FB Financial Corp)
Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting Meeting, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its commercially reasonable best efforts to negotiate a restructuring of the transaction provided for herein contemplated by this Agreement (it being understood that neither party shall have any obligation to alter or change any material terms, including the Exchange Ratio, the amount or kind of the consideration to be issued to holders of the capital stock of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders respective shareholders or shareholdersstockholders, as applicable) and/or resubmit this Agreement or and/or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.15) to the Company’s shareholders of the Company for approval.
Appears in 2 contracts
Sources: Merger Agreement (State Bank Financial Corp), Merger Agreement (Cadence Bancorporation)
Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicablestockholders) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.17) to the Company’s shareholders stockholders for approval.
Appears in 2 contracts
Sources: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Partners Bancorp)
Restructuring Efforts. If either the Company or Parent shall have failed to obtain the Requisite Company Vote or the Requisite Parent Vote at the duly convened Company Meeting or Parent Meeting, as applicable, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of the capital stock of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicable) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.17) to the Company’s its respective shareholders for approval.
Appears in 1 contract
Restructuring Efforts. If Without limiting Section 8.1(e), if the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting Meeting, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein transactions contemplated by this Agreement (it being understood that neither party none of the parties shall have any obligation to alter or change any material terms, including the Merger Consideration, the amount or kind of the consideration to be issued to holders of the capital stock or equity rights of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicablethe Company’s stockholders) and/or resubmit this Agreement or and/or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.12) to the Company’s shareholders for adoption or approval, as applicable, by its stockholders.
Appears in 1 contract
Restructuring Efforts. If either the Company or Parent shall have failed to obtain the Requisite Company Vote or the Requisite Parent Vote at the duly convened Company Meeting or Parent Meeting, as applicable, or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of the capital stock of the Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders shareholders or adversely affect the Tax treatment of the Integrated Mergers with respect to the Company’s shareholders, as applicable) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.17) to the Company’s its respective shareholders for approval.
Appears in 1 contract
Restructuring Efforts. If the Company Seller shall have failed to obtain the Requisite Company Seller Vote at the duly convened Company Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Seller Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicableparty) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.17) to the CompanySeller’s shareholders for approval.
Appears in 1 contract
Sources: Merger Agreement (PB Bancorp, Inc.)
Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting or any adjournment or ▇▇▇-▇▇▇▇-▇▇▇▇/10/AMERICAS postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including without limitation the amount or kind of the consideration to be issued to holders of the capital stock of Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicable) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.15) to the Company’s Company shareholders for approvaladoption.
Appears in 1 contract
Sources: Merger Agreement (First Commonwealth Financial Corp /Pa/)
Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote at the duly convened Company Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Common Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicablestockholders) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.16) to the Company’s shareholders stockholders for approval.
Appears in 1 contract
Restructuring Efforts. If the Company ▇▇▇▇ shall have failed to obtain the Requisite Company Vote shareholder approval of this Agreement and the transactions contemplated hereby at the duly convened Company Noah Shareholders Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of Company Common Stock the ▇▇▇▇ ▇▇▇▇▇▇ as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicablestockholders) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.9) to the Company▇▇▇▇’s shareholders for approval.
Appears in 1 contract
Restructuring Efforts. If the Company shall have failed to obtain the Requisite Company Vote shareholder approval of this Agreement and the transactions contemplated hereby, including without limitation the Amendment, at the duly convened Company Shareholders Meeting or any adjournment or postponement thereof, then, unless this Agreement has been terminated in accordance with its terms, each of the parties Parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of the Company Common Capital Stock as provided for in this Agreement, in a manner adverse to such party or its stockholders or shareholders, as applicablestockholders) and/or resubmit this Agreement or the transactions contemplated hereby (or as restructured pursuant to this Section 6.176.9) to the Company’s shareholders for approval.
Appears in 1 contract