Manner of Adoption and Vote Sample Clauses

Manner of Adoption and Vote. The manner of adoption and vote by which the Plan of Merger was adopted and approved by each constituent corporation is as follows:
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Manner of Adoption and Vote. Section 1. At a meeting of the Board of Directors on October 26, 2003, the foregoing Amendment to the Corporation’s Articles of Incorporation was adopted by the Board of Directors. The Board of Directors submitted the Amendment, together with its recommendation for approval and adoption, to the shareholders of the Corporation.
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Manner of Adoption and Vote. The manner of adoption and vote by which this amendment was approved by the Corporate is as follows:
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Manner of Adoption and Vote. As of [ ], 2001, 1/ there were [ ] shares of Common Stock, without par value, outstanding entitled to cast [ ] votes and [ ] such votes were represented at the meeting at which the foregoing amendment was voted upon. Holders of shares of Common Stock cast [ ] votes in favor of the foregoing amendment and [ ] votes against the foregoing amendment. As of [ ], 2001, there were 300 shares of Series B Preferred Stock, without par value, outstanding -------------------- 1/ The date of the Special Meeting. entitled to cast 300 votes and 300 such votes were represented at the meeting at which the foregoing amendment was voted upon. Holders of shares of Series B Preferred Stock cast 300 votes in favor of the foregoing amendment and 0 votes against the foregoing amendment.
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Manner of Adoption and Vote. The Merger Agreement was approved by the board of directors of MainSource Bank-Crawfordsville by unanimous written consent in lieu of a meeting effective __________, 2005, and by the sole shareholder of MainSource Bank-Crawfordsville by unanimous written consent in lieu of a meeting effective __________, 2005. The Merger Agreement was also approved by the board of directors of Union Federal Savings and Loan Association by unanimous written consent in lieu of a meeting effective August ____, 2005, and by the sole shareholder of Union Federal Savings and Loan Association by unanimous written consent in lieu of a meeting effective August _____, 2005. THE MERGER TO BE EFFECTED BY THESE ARTICLES OF MERGER SHALL BE EFFECTIVE AT ________________, 2006. EXECUTED as of ___________, 2006. UNION FEDERAL SAVINGS AND LOAN ASSOCIATION By: Xxxx X. Xxxxxxx, Chief Executive Officer (Merging Entity) MAINSOURCE BANK-CRAWFORDSVILLE By _______________, President (Surviving Entity) STATE OF INDIANA ) )SS: COUNTY OF ______________ ) Before me, a Notary Public in and for said County and State, personally appeared Xxxx X. Xxxxxxx, known to me to be the Chief Executive Officer of Union Federal Savings and Loan Association, and acknowledged the execution of the foregoing for and on behalf of said corporation. Witness my hand and Notarial Seal, this ____day of ___________, 2006. Notary Public - Signature Notary Public - Printed My Commission Expires: My County of Residence: STATE OF INDIANA ) )SS: COUNTY OF ______________ ) Before me, a Notary Public in and for said County and State, personally appeared ____________, known to me to be the President of MainSource Bank-Crawfordsville, and acknowledged the execution of the foregoing for and on behalf of said corporation. Witness my hand and Notarial Seal, this ____day of _____________, 2006. Notary Public - Signature Notary Public - Printed My Commission Expires: My County of Residence: Exhibit 2.01(e)(ii) AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of ________________, 2006, by and between MainSource Bank- Crawfordsville (“Merger Corp”), an interim Indiana commercial bank with its principal office located in Greensburg, Decatur County, Indiana and wholly-owned subsidiary of MainSource Financial Group, Inc., an Indiana corporation (“MainSource”), and Union Federal Savings and Loan Association (“Union Federal”), a federal savings association with its principal office located in Crawfordsvill...
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Manner of Adoption and Vote. The amendment set forth above was adopted by the Board of Directors of the Corporation and shareholder action was not required.
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Manner of Adoption and Vote 
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Related to Manner of Adoption and Vote

  • Manner of Voting The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

  • Election and Term of Office The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

  • Revocation and Effect of Consent Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

  • Counting Votes and Recording Action of Meetings The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

  • Quorum and Voting The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Distribution and Voting Rights The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Manner of Notice Notices by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:

  • Revocation and Effect of Consents Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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