Shareholders’ Approvals. Each of IBTX and TCBI shall call a meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger 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 TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, 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 IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, su...
Shareholders’ Approvals. Each of Green and Patriot shall call a meeting of its shareholders (the “Green Meeting” and the “Patriot Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Requisite Patriot Vote and the Requisite Green Vote required in connection with this Agreement and the Merger and, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger 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 Green and Patriot shall use its reasonable best efforts to obtain from the shareholders of Green and Patriot, as the case may be, the Requisite Green Vote, in the case of Green, and the Requisite Patriot Vote, in the case of Patriot, including by communicating to its respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the Merger, in the case of Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of Patriot or Green, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would be inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors may (but shall not be required to) submit this Agreement to its shareholders without 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 may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors may not take any actions under this sentence unless (i) it gives the other party at least three (3) 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, ...
Shareholders’ Approvals. (a) CorpBanca shall (i) duly call a meeting of its shareholders (the “CorpBanca Shareholders’ Meeting”) to be held as soon as reasonably practicable after receipt of the Required Regulatory Consents and the other consents required pursuant to Section 5.1(d) for the purpose of obtaining the CorpBanca Shareholder Approval and (ii) use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable; provided that the Parties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Shareholders’ Meeting prior to the receipt of such consents. Except with the prior approval of Itaú Chile, no other matters shall be submitted for the approval of CorpBanca shareholders at the CorpBanca Shareholders’ Meeting. The Board of Directors of CorpBanca shall use its reasonable best efforts to obtain the CorpBanca Shareholder Approval. Nothing contained in this Agreement shall be deemed to relieve CorpBanca of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof.
Shareholders’ Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with the provisions of this Agreement, the PBCL, any other applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, and convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective the meeting of the Company's shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval.
Shareholders’ Approvals. 32 6.4 Legal Conditions to Merger..................................... 32 6.5 Affiliates; Publication of Combined Financial Results.......... 32 6.6
Shareholders’ Approvals. Each of CAVB and PNFP shall call a meeting of its shareholders to be held as soon as reasonably practicable for the purpose of voting upon proposals to adopt this Agreement and approve the Merger Agreement and the Merger, 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 PNFP and CAVB shall use its reasonable best efforts (and subject to its fiduciary duty) to obtain from the shareholders of PNFP and CAVB, as the case may be, the vote in favor of the adoption of this Agreement required by the TBCA and PNFP's and CAVB's charter and bylaws, as the case may be to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated, this Agreement shall be submitted to the shareholders of CAVB and PNFP at such meeting for the purpose of obtaining the CAVB Shareholder Approval or PNFP Shareholder Approval, as the case may be, and voting on the approval and adoption of this Agreement and nothing contained herein shall be deemed to relieve CAVB and PNFP of such obligations.
Shareholders’ Approvals. The Parent Shareholders' Merger Approval and the Company Shareholders' Approval shall have been obtained.
Shareholders’ Approvals. Each of CCB and NCBC shall call a meeting of its shareholders to be held as soon as reasonably practicable for the purpose of voting upon the requisite shareholder approvals required in connection with this Agreement and the Merger, and each shall use its reasonable best efforts, except as may otherwise be required by applicable law, to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of NCBC and CCB shall use its reasonable best efforts to obtain from the shareholders of NCBC and CCB, as the case may be, the vote in favor of the adoption of this Agreement required by the NCBCA and TBCA, respectively to consummate the transactions contemplated hereby.
Shareholders’ Approvals. (a) BNY shall call a meeting of its shareholders (the “BNY Shareholders’ Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the BNY Shareholder Approval and such other matters as the Board of Directors of BNY may direct, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of BNY shall use its reasonable best efforts to obtain the BNY Shareholder Approval, and nothing contained in this Agreement shall be deemed to relieve BNY of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof.
Shareholders’ Approvals. The SCANA Shareholders' Approval and the PSNC Shareholders' Approval shall have been obtained.
