Common use of Shareholders' Approval Clause in Contracts

Shareholders' Approval. (a) The Company shall, in accordance with applicable law and the Company Charter and Company Bylaws, call, give notice of, convene and hold a meeting of its shareholders (the “Company Meeting,”) as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.

Shareholders' Approval. (a) The Each of the Company shalland Parent shall take, in accordance with applicable law and the Company Charter applicable bylaws and Company Bylawscharter, call, give notice of, all action necessary to convene and hold a meeting of its shareholders (the “"Company Meeting,”" and the "Parent Meeting") to be held as soon as reasonably practicable after the S-4 S‑4 is declared effective, effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the Merger Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve adopt a mergermerger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of the Company and Parent shall use its reasonable best efforts to obtain from the shareholders of the Company and Parent, as the case may be, the Requisite Company Vote, in the case of the Company, and the Requisite Parent Vote, in the case of Parent, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Votehereby. However, subject to Sections Section 8.1 and Section 8.2, if the Board of Directors of the CompanyCompany or Parent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisoradvisors, determines in good faith that it would could reasonably be expected to violate result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the such Board of Directors of the Company may submit this Agreement to its shareholders without recommendation recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by 49 law; provided, provided that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser other party at least five four (54) business days’ ' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event that such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, in any such Acquisition Proposal, or any amendment or modification thereof, or describing describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisoradvisors, determines in good faith that it would nevertheless could reasonably be expected to violate result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) 6.3 and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days6.3.

Shareholders' Approval. (a) The Company shall, in accordance with applicable law and the Company Charter Articles and Company Bylaws, call, give notice of, convene and hold a meeting of its shareholders (the “Company Meeting,”) as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Company shall engage a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the common shareholders of the Company related to the Requisite Company Vote. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Votehereby. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.

Shareholders' Approval. (a) The Company shallRequisite Vote shall be obtained by stockholder written consent in accordance with applicable Laws and the Company’s certificate of incorporation and by-laws, on, but no earlier than 5:00 p.m. on the 20th calendar day following the date Parent first files a Current Report on Form 8-K with the SEC regarding the Merger, which Current Report on Form 8-K shall contain as an exhibit thereto a true, correct and complete copy of the executed Merger Agreement (the “Parent 8-K Date”), in accordance with applicable law and the Company Charter and Company Bylaws, call, give notice of, convene and hold a meeting terms of its shareholders the Voting Agreements (the “Company Meeting,Written Consent”) as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger). The Board of Directors of the Company shall will use its reasonable best efforts to obtain from the shareholders Written Consent and notwithstanding anything contained in this Agreement, (i) in the event that subsequent to the date of this Agreement the Board of Governors of the Company determines in good faith after consultation with its outside legal counsel that its fiduciary duties under applicable Laws require it to withdraw, modify or amend the Requisite Governors’ Recommendation in any manner, the Board of Governors of the Company Votemay, including prior to the receipt of the Written Consent, so withdraw, modify or amend the Governors’ Recommendation and (ii) notwithstanding the foregoing (or Section 5.2(b)), the Company shall, subject to the provisions of this Section 5.3, submit this Agreement to the holders of Shares for adoption by communicating the Written Consent and shall use its best efforts to its shareholders its recommendation (and including such recommendation in do so within the Proxy Statement) that they time period prescribed herein. As promptly as practicable, but no more than 20 calendar days, after receipt of sufficient executed Written Consents to approve this Agreement and the transactions contemplated hereby Merger, the Company shall deliver, pursuant to Section 228 of the DGCL (and in accordance with applicable law), a written notice to all stockholders of the Company that did not execute the Written Consent informing them that this Agreement and the Merger were adopted and approved by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors stockholders of the Company. As promptly as practicable, after receiving but no later than the advice earlier of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice 20th calendar day following the transfer of its intention to take such action and a reasonable description 14% of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors interests of the defendants pursuant to the litigation pending against the Company in response to an Acquisition Proposalcaptioned Xxxxxxxx v. Philadelphia Stock Exch., the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstancesInc. et al. (as described below) and (ii) at the end of such notice period10th calendar day following the Effective Time, the Board Company shall deliver, pursuant to Section 262(d) of Directors the DGCL (and in accordance with applicable law), a written notice to all stockholders of the Company takes into account any amendment or modification that did not execute the Written Consent informing them that statutory appraisal rights are available for their Shares (which notice shall include a copy of such Section 262). The Company shall provide Parent with the opportunity to this Agreement proposed by review and reasonably comment on the Purchaser and after receiving the advice of its outside counsel and, information statement included with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business dayssuch notice.

Shareholders' Approval. (a) The Company shall, in accordance with applicable law and the Company Charter Articles and Company Bylaws, call, give notice of, convene and hold a meeting of its shareholders (the “"Company Meeting,”") as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Company shall engage a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the common shareholders of the Company related to the Requisite Company Vote. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Votehereby. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ ' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.

Shareholders' Approval. (a) The Company shall, in accordance with applicable law and the Company Charter Articles and Company Bylaws, call, give notice of, convene and hold a meeting of its shareholders (the “Company Meeting,”) as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.

Shareholders' Approval. (a) The Company shall, in accordance with applicable law and the Company Charter Articles and Company Bylaws, call, give notice of, convene and hold a meeting of its shareholders (the “"Company Meeting,”") as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ ' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.

Shareholders' Approval. (a) The Company shall, SB and EWB shall prepare a joint prospectus and proxy statement to be mailed as promptly as possible to SB shareholders in accordance connection with applicable law the required approval of the SB shareholders of this Agreement and the Company Charter and Company Bylaws, transactions contemplated hereby (referred to together hereafter as the “Information Statement”). SB shall (i) duly call, give notice of, convene convene, and hold a meeting of its shareholders (the “Company Meeting,”) to be held as soon as reasonably practicable after following the S-4 is declared effective, date hereof for the purpose of obtaining the Requisite Company Vote requisite shareholder approvals required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger. The Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement) that they approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by lawhereby; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) through its board of directors, unanimously recommend to its shareholders approval of such matters. The Information Statement shall include such information as is required in connection with the registration of the EWBC Common Stock to be issued at the end Effective Time or such information as is required in connection with a permit application pursuant to Section 25121 of such notice periodthe CGCL, as determined by the mutual agreement of the parties. The Information Statement shall include the recommendation of the board of directors of SB in favor of the Agreement and the Merger and the conclusion of the board of directors of SB that the terms and conditions of the Merger are fair and reasonable to the SB. Anything to the contrary contained herein notwithstanding, SB shall not include in the Information Statement any information with respect to EWB or its affiliates or associates, the Board form and content of Directors of which information shall not have been approved by EWB prior to such inclusion. SB represents and covenants that the Company takes into account Information Statement and any amendment or modification supplement thereto, at the date of mailing to this shareholders of SB and the date of the meeting of SB’s shareholders to be held in connection with the Agreement proposed by and the Purchaser and after receiving Merger will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the advice statements therein, in light of its outside counsel andthe circumstances under which they were made, not misleading; provided, however, that SB makes no representations or covenants with respect to financial matters, its financial advisor, determines information provided to SB in good faith writing by EWB specifically for inclusion in the Information Statement and EWB hereby represents that it would nevertheless reasonably be expected any such information so provided by EWB will not contain any untrue statement of a material fact or omit to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any state any material amendment to any Acquisition Proposal will be deemed fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The parties shall cooperate with each other in the preparation of the Information Statement and SB shall provide EWB an opportunity to review and comment upon a new Acquisition Proposal for purposes final draft of this Section 6.3(a) and will require a new notice period as referred the Information Statement prior to in this Section 6.3(a), except that the applicable period shall be three (3) business daysits mailing to SB’s shareholders.

Shareholders' Approval. (a) The Company shallSubject to the other provisions of this Section 7.4, in accordance with applicable law and the Company Charter and Company Bylaws, call, give notice of, convene and hold shall use its best efforts to cause a special meeting of its shareholders of the Company (the “Company "Shareholder Meeting,”") to be held as soon as reasonably practicable after the S-4 is declared effective, date hereof for the purpose of obtaining the Requisite Company Vote required in connection with this Agreement and Shareholder Approval (the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger"Shareholder Proposal"). The Company's Board of Directors of the Company shall use its reasonable best efforts to obtain from the shareholders of the Company the Requisite votes required by the PBCL and/or the Company Vote, including by communicating to its shareholders its recommendation (and including such recommendation Charter in favor of the Proxy Statement) that they approve approval of this Agreement and the transactions contemplated hereby any other matters required thereby to be approved and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating shall recommend to the Requisite shareholders of the Company Vote. However, subject to Sections 8.1 and 8.2, if that they so vote at the Shareholder Meeting or any adjournment or postponement thereof; provided that the Company's Board of Directors shall not be required to use such best efforts to obtain the vote in favor of the approval of this Agreement and such other matters or to make or continue to make such recommendation if such Board of Directors, after having received and considered the advice of, and after consultation with, its independent, outside legal counsel, has determined that the making of such reasonable best efforts to obtain the vote in favor of the approval of this Agreement and such other matters or making or continuing to make such recommendation would cause the members of the Company, after receiving the advice 's Board of its outside counsel and, with respect Directors to financial matters, its financial advisor, determines in good faith that it would reasonably be expected to violate its breach their fiduciary duties under applicable law laws. Notwithstanding anything to continue to recommend the contrary in this Agreement, then in submitting unless this Agreement to is earlier terminated in accordance with its shareholdersterms, the Company shall be required to submit the Shareholder Proposal for approval by its shareholders at the Shareholder Meeting, whether with or without the recommendation of the Company's Board of Directors of the Company may submit this Agreement to its shareholders without recommendation or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describing in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business daysDirectors.

Shareholders' Approval. (a) The Each of the Company shalland Parent shall take, in accordance with applicable law and the Company Charter applicable bylaws and Company Bylawscharter, call, give notice of, all action necessary to convene and hold a meeting of its shareholders (the “Company Meeting,” and the “Parent Meeting”) to be held as soon as reasonably practicable after the S-4 S‑4 is declared effective, effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the Merger Merger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to approve adopt a mergermerger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of the Company and Parent shall use its reasonable best efforts to obtain from the shareholders of the Company and Parent, as the case may be, the Requisite Company Vote, in the case of the Company, and the Requisite Parent Vote, in the case of Parent, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby and by engaging a proxy solicitor reasonably acceptable to Purchaser to assist in the solicitation of proxies from the holders of Company Common Stock relating to the Requisite Company Votehereby. However, subject to Sections Section 8.1 and Section 8.2, if the Board of Directors of the CompanyCompany or Parent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisoradvisors, determines in good faith that it would could reasonably be expected to violate result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the such Board of Directors of the Company may submit this Agreement to its shareholders without recommendation recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of the Company may communicate the basis for its lack of a recommendation or a change in its recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, provided that the Board of Directors of the Company may not take any actions under this sentence unless (i) it gives the Purchaser other party at least five four (54) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event that such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, in any such Acquisition Proposal, or any amendment or modification thereof, or describing describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the Purchaser other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisoradvisors, determines in good faith that it would nevertheless could reasonably be expected to violate result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(a) 6.3 and will require a new notice period as referred to in this Section 6.3(a), except that the applicable period shall be three (3) business days.6.3. 49