Shareholder Approvals Clause Samples

Shareholder Approvals. This Agreement shall have been approved and adopted by the Shareholder Approvals.

Shareholder Approvals. Each of South State and CenterState shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “South State Meeting” and the “CenterState Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) in the case of CenterState, the Requisite CenterState Vote, and in the case of South State, the Requisite South State Vote, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CenterState and South State shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of South State and CenterState and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of South State and CenterState, as applicable, the Requisite South State Vote and the Requisite CenterState Vote, as applicable, including by communicating to the respective shareholders of South State and CenterState its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of South State, the shareholders of South State adopt and approve this Agreement and the transactions contemplated hereby and approve the South State Articles Amendment (the “South State Board Recommendation”), and, in the case of CenterState, the shareholders of CenterState adopt and approve this Agreement and the transactions contemplated hereby (the “CenterState Board Recommendation”). Each of South State and CenterState and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, (ii) fail to make the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the South State Board Recommend...

Shareholder Approvals. The Shareholder Approvals shall have been obtained.

Shareholder Approvals. (a) Each of Peoples and Premier Financial shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Premier Financial Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Premier Financial Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Premier Financial shall solicit, and use its reasonable best efforts to obtain, the Requisite Premier Financial Vote at the Premier Financial Meeting. Subject to Section 6.06(d), Premier Financial shall (i) through the Premier Financial Board, recommend to its shareholders adoption of this Agreement (the “Premier Financial Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Premier Financial hereby acknowledges its obligation to submit this Agreement to its shareholders at the Premier Financial Meeting as provided in this Section 6.02. If requested by Peoples, Premier Financial will engage a proxy solicitor, reasonably acceptable to Peoples and at Peoples’ expense, to assist in the solicitation of proxies from shareholders relating to the Requisite Premier Financial Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and approval of the authorization of such additional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, and (ii) include such recommendation in the Joint Proxy Statement/Prospectus.

Shareholder Approvals. This Agreement and the Merger shall have been duly approved by the requisite vote of the holders of the Company Common Stock.

Shareholder Approvals. This Agreement, the Merger and the transactions contemplated by this Agreement shall have been approved and adopted by the Shareholder Approvals.

Shareholder Approvals. (a) The Company agrees to (1) take in accordance with applicable law and its Governing Documents all action necessary to convene a meeting of the holders of the Company Common Stock (including any meeting that occurs after any adjournment or postponement, the “Company Meeting”), as promptly as practicable, to consider and vote upon the approval of this Plan, as well as any other matters required to be approved by the Company’s shareholders for consummation of the Merger, and (2) subject to Section 5.2(b), take all lawful action to solicit the approval of this Plan by the Company’s shareholders. (b) The board of directors of the Company has adopted resolutions recommending to the shareholders of the Company the approval of this Plan, and the board of directors of the Company will recommend to the shareholders of the Company the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan. Notwithstanding the foregoing, the board of directors of the Company may (1) withdraw, modify, condition, qualify in any manner adverse to Parent or refuse to recommend the approval of this Plan and the other matters required to be approved or adopted in order to carry out the intentions of this Plan or (2) make any other public statement in connection with the Company Meeting, or in reference to an Acquisition Proposal, that is inconsistent with its recommendation of the approval of this Plan (any action or public statement described in clause (1) or (2) being referred to as a “Change in Recommendation”) if (A) the Company has complied in all material respects with Section 5.6 and (B) the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, provided that the board of directors of the Company may not take any such action with respect to an Acquisition Proposal except in compliance with Section 5.6(a)(C). Notwithstanding any Change in Recommendation, this Plan and such other matters shall be submitted to the shareholders of the Company at the Company Meeting for the purpose of approving the Plan and such other matters and nothing contained herein shall be deemed to relieve the Company of such obligation or its obligations under Section 5.2(a); provided, however, that if the board of directors of the Company has effected a Change in Recommenda...

Shareholder Approvals. (a) Subject to the receipt of required shareholder approval of this Plan, this Plan and the transactions contemplated herein have been duly authorized by all necessary corporate action of the Company. In addition, the Company has received the written opinion of Hovd▇ ▇▇▇ancial, Inc. to the effect that the Merger Consideration to be received by the shareholders of the Company is fair to such shareholders from a financial point of view and has provided a true and complete copy of such opinion to Parent. Subject to receipt of (i) such shareholder approval and (ii) the required approvals, consents or waivers of governmental authorities referred to in Section 6.1(b), this Plan is a valid and binding agreement of the Company enforceable against it in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles. (b) The affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote on this Plan is the only shareholder vote required for approval of the Plan and consummation of the Merger and the other transactions contemplated hereby.

Shareholder Approvals. (a) H▇▇▇▇▇ United shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the date upon which the Registration Statement becomes effective (the “H▇▇▇▇▇ United Shareholders Meeting”) for the purpose of obtaining the Required H▇▇▇▇▇ United Vote and the Additional H▇▇▇▇▇ United Votes and, subject to Section 7.3(b), shall take all lawful action to solicit the approval and adoption of this Agreement and the approval of the Additional H▇▇▇▇▇ United Proposals by such shareholders. The H▇▇▇▇▇ United Board shall recommend approval of this Agreement and approval of the Additional H▇▇▇▇▇ United Proposals by the shareholders of H▇▇▇▇▇ United (the “H▇▇▇▇▇ United Recommendation”) and shall not (x) withdraw, modify or qualify in any manner adverse to TD Banknorth such recommendation or (y) take any other action or make any other public statement in connection with the H▇▇▇▇▇ United Shareholders Meeting inconsistent with such recommendation (collectively, a “Change in H▇▇▇▇▇ United Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in H▇▇▇▇▇ United Recommendation, this Agreement and the Additional H▇▇▇▇▇ United Proposals shall be submitted to the shareholders of H▇▇▇▇▇ United at the H▇▇▇▇▇ United Shareholders Meeting for the purpose of approving this Agreement and nothing contained in this Section 7.3 or Section 7.4 shall be deemed to relieve H▇▇▇▇▇ United of such obligation. In addition to the foregoing, H▇▇▇▇▇ United shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, prior to obtaining the Required H▇▇▇▇▇ United Vote and the Additional H▇▇▇▇▇ United Votes, H▇▇▇▇▇ United and the H▇▇▇▇▇ United Board may effect a Change in H▇▇▇▇▇ United Recommendation if and only to the extent that: (i) H▇▇▇▇▇ United has complied in all material respects with its obligations under Section 7.4, (ii) the H▇▇▇▇▇ United Board, after consultation with its outside counsel, determines in good faith that failure to take such action would result in a violation of its fiduciary duties under applicable law, and (iii) H▇▇▇▇▇ United or the H▇▇▇▇▇ United Board (A) has received an unsolicited bona fide written Acquisition Proposal from a third party which the H▇▇▇▇▇ United Board concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments ...