Shareholders Vote. By either party, if the Merger Agreement is not approved by the vote of the holders of First Central Stock as required by applicable law.
Shareholders Vote. The Shareholder, in executing this Agreement, consent as shareholder of the Company to the transactions contemplated hereby, and waive notice of any meeting in connection therewith.
Shareholders Vote. As soon as practicable after the date hereof, the Company shall (a) cause the preparation and filing with the Securities and Exchange Commission an information statement with respect to this Agreement, the Asset Purchase Agreement, and the amendment to the articles of incorporation changing the Company's name terminating preemptive rights, increasing the authorized common stock and adopting a Management and Director Equity Incentive Plan, and (b) obtain the consent of a majority of its shareholders.
Shareholders Vote. The Company may, from time to time, nominate persons to become members of the Company's Board of Directors pursuant to the terms of a subsection of Section 1(a), (b), (d), (e) and (f) of the Company Agreement, dated the date hereof, between the Investors and the Company (the "Company Agreement"). Such persons so nominated shall be hereinafter called, individually, a "Nominated Person" and, collectively, the "Nominated Persons". Each Shareholder hereby agrees that he/it will cause all shares of Common Stock registered in the name of such Shareholder to be voted, and will otherwise take or cause to be taken all such other action as may be necessary, so that each Nominated Person will be elected as a member of the Company's Board of Directors so long as the Investors vote their shares of Common Stock for such Nominated Persons and cause all other shares of Common Stock under their direct or indirect control to be voted for such Nominated Persons. The obligations set forth in the immediately preceding sentence shall not apply to subsequent holders of shares of Common Stock held by a Shareholder if such shares were sold to such subsequent holder in a bona fide third-party sale. Notwithstanding the foregoing, the Shareholders will not be obligated to vote their shares of Common Stock for Nominated Person at any meeting of the shareholders of the Company if (i) it is conclusively and reasonably determined that the number of shares of Common Stock owned or controlled by the Investors represents a majority of the shares of Common Stock present in person or by proxy and entitled to vote at such meeting, (ii) cumulative voting provisions in the California Corporation Code shall have not been amended or modified in a way that requires the Investors to own or control more than a majority of the Common Stock in order for the Investors to elect a majority of the members of Company's Board of Directors and (iii) Company's constituent documents shall not have been amended or modified in a way that requires the Investors to own or control more than a majority of the common Stock in order for the Investors to elect a majority of Company's Board of Directors.
Shareholders Vote. Xxxxxx, in executing this Agreement, on behalf of himself and the Shareholders, consents as Shareholders of NEC to the Merger and the transactions contemplated hereby, and waives notice of any meeting in connection therewith, and hereby release and waives all rights with respect to the transactions contemplated hereby under the articles of incorporation of NEC and any agreements between any Shareholders and NEC relating to the sale, purchase or voting of any capital stock of NEC. At the Merger Closing Date, except as provided in this Agreement, the Shareholders and NEC agree that any and all agreements relating to the sale, purchase or voting of capital stock of NEC shall be terminated.
Shareholders Vote. This Agreement may be terminated at any time prior to or on the Closing Date by either party upon written notice to the other party, if the Merger Agreement is not approved by the vote of the holders of GCG Stock as required by applicable law.
Shareholders Vote. As soon as practicable after the date hereof, the Company shall (a) cause the preparation and filing with the Securities and Exchange Commission a proxy statement with respect to this Agreement, the transfer of the Transferred Assets, the Share Increase and the Name Change and (b) call a special meeting of the Shareholders (the “Special Meeting”) to approve such matters.
Shareholders Vote. Throughout the term of this Agreement, ------------------ each Shareholder hereby agrees to vote all shares of Stock owned by such Shareholder in favor of the election of each of the following individuals to the Board of Directors of the Bank: (i) the election of three (3) individuals nominated by the Spain Shareholders and reasonably acceptable to Letchworth, it being agreed that Xxxxxxx X. Spain, Jr., C Xxxxxxx Spain and Xxxxxxx X. Spain are acceptable (ii) The election of three (3) individuals nominated by Letchworth and reasonably acceptable to the Spain Shareholders, and (iii) Xxxxxx Xxxxxx or any successor Chief Executive Officer of the Bank.
Shareholders Vote. By either party, if the Merger ------------------ Agreement is not approved by the Vote of the holders of North Point Stock as required by applicable law.
Shareholders Vote. (a) As soon as practicable after the execution of this Agreement and preparation of a mutually acceptable proxy and Proxy Statement in accordance with Section 7.1, the Board of Directors of CBI will duly call, and cause to be held, a special vote of the shareholders of CBI (the “CBI Special Vote”) for the purpose of approving this Agreement and the Merger and will recommend the approval of this Agreement and the Merger to the CBI shareholders, which recommendation shall not be withheld, withdrawn or modified unless, in the good faith judgment of the CBI Board of Directors based on the advice of its legal counsel set forth in a written opinion or memorandum, a copy of which shall be delivered by CBI to Ireland, such action is required to comply with the fiduciary duties of the CBI Board of Directors under applicable law.
