Common use of Stockholder Approvals Clause in Contracts

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Dana sxxxxholders for consummation of the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company shall recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the Board of Directors of the Company, after having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable laws.

Stockholder Approvals. Each of Sterling and Xxxxxxx shall call a meeting of its stockholders (the “Sterling Meeting” and the “Xxxxxxx Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) Each the Requisite Sterling Vote and the Requisite Xxxxxxx Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate the type customarily brought before a meeting of stockholders of Dana tx xxnsider and vote upon in connection with the approval of a merger agreement or the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Dana sxxxxholders for consummation of the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company shall recommend such approvaltransactions contemplated thereby, and each of Dana axx xhe Company Sterling and Xxxxxxx shall take all use its reasonable lawful action best efforts to solicit cause such approval by meetings to occur as soon as reasonably practicable and on the same date. Each of Xxxxxxx and Sterling and their respective Boards of Directors shall use its respective stockholders. Notwithstanding reasonable best efforts to obtain from the previous sentencestockholders of Xxxxxxx and Sterling, as applicable, the Company's Requisite Xxxxxxx Vote and the Requisite Sterling Vote, as applicable, including by communicating to the respective stockholders of Xxxxxxx and Sterling its recommendation (and including such recommendation in the Joint Proxy Statement) that the stockholders of Xxxxxxx and Sterling, respectively, adopt this Agreement (the “Xxxxxxx Board Recommendation” and the “Sterling Board Recommendation,” respectively). Each of Xxxxxxx and Sterling and their respective Boards of Directors may withdraw shall not (i) withhold, withdraw, modify or modify its approval or recommendation qualify in a manner adverse to the other party the Xxxxxxx Board Recommendation, in the case of this Agreement Xxxxxxx, or the Merger Sterling Board Recommendation, in the case of Sterling, (ii) fail to make the Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, 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 Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in each case within ten (10) business days (or such fewer number of days as remains prior to the Xxxxxxx Meeting or the Sterling 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, subject to Section 8.1 and Section 8.2, if the Board of Directors of the CompanyXxxxxxx or Sterling, after having consulted receiving the advice of its outside counsel and, with outside counselrespect to financial matters, its financial advisors, determines in good faith that the refusal to do so it would constitute more likely than not result in a breach by the Board violation of Directors of the Company of their its fiduciary duties under applicable lawslaw to make or continue to make the Xxxxxxx Board Recommendation or the Sterling Board Recommendation, including their duties under Section 33-756(d) as applicable, such Board of Directors may, in the case of Xxxxxxx, prior to the receipt of the CBCARequisite Xxxxxxx Vote, and in the case of Sterling, prior to the receipt of the Requisite Sterling Vote, submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, however, the Company's that such Board of Directors may not approve take any actions under this sentence unless it (A) 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 recommend circumstances giving rise to its determination to take such action (including, in the event such action is taken 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 describe in connection therewithreasonable detail such other event or circumstances) and (B) at the end of such notice period, withdraw takes into account any amendment or modify its approval or recommendation of modification to this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach proposed by the Board other party and, after receiving the advice of Directors its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of the Company of their its fiduciary duties under applicable lawslaw to make or continue to make the Xxxxxxx Board Recommendation or Sterling Board Recommendation, including their duties under as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 33-756(d) 6.3 and will require a new notice period as referred to in this Section 6.3. Xxxxxxx or Sterling shall adjourn or postpone the Xxxxxxx Meeting or the Sterling Meeting, as the case may be, if, as of the CBCA. Dana's Board time for which such meeting is originally scheduled there are insufficient shares of Directors Xxxxxxx Common Stock or Sterling Common Stock, as the case may withdraw be, represented (either in person or modify its approval by proxy) to constitute a quorum necessary to conduct the business of such meeting, or recommendation if on the date of this Agreementsuch meeting Sterling or Xxxxxxx, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Merger Requisite Sterling Vote or the issuance Requisite Xxxxxxx Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the Xxxxxxx Meeting shall be convened and this Agreement shall be submitted to the stockholders of shares Xxxxxxx at the Xxxxxxx Meeting and (y) the Sterling Meeting shall be convened and this Agreement shall be submitted to the stockholders of Dana Cxxxxn Stock in Sterling at the Merger if the Board Sterling Meeting, and nothing contained herein shall be deemed to relieve either Xxxxxxx or Sterling of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawssuch obligation.

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary The NAL Board will submit to convene, respectively, an appropriate meeting of its stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved or adopted by Dana sxxxxholders for consummation such stockholders in order to carry out the intentions of the Merger this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock (including any adjournment or postponement, the "Dana Mxxxxng"“NAL Meeting”), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company shall recommend such approvalRegistration Statement is declared effective, to consider and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation vote upon adoption of this Agreement or and to cause such vote to be taken. NAL and the Merger if NAL Board will use their reasonable best efforts to obtain from its stockholders the Board of Directors votes in favor of the Companyadoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after having consulted consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the refusal to do so NAL Board concludes in good faith constitutes a Superior Proposal, it would constitute result in a breach by the Board violation of Directors of the Company of their its fiduciary duties under applicable lawsthe DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, including their duties under Section 33-756(dthen, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the CBCA; provided, howeverproposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the Company's NAL Board of Directors may not approve will take into account any amendment or recommend (and modification to this Agreement proposed by FNFG in connection therewith, withdraw or modify its approval or recommendation response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable laws6.02(a).

Stockholder Approvals. (a) Each of them shall takeAs promptly as practicable following the date upon which the Registration Statement, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock filed pursuant to this Agreement Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Company Board will submit to its shareholders the Company Shareholder Matters and any other matters required to be approved or adopted by Dana sxxxxholders for consummation such shareholders in order to carry out the intentions of this Agreement and the Merger transactions contemplated hereby. In furtherance ofthat obligation, the Company will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its shareholders (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders “Company Meeting”) as promptly as practicable (but in any event within forty-five (45) days of the Company Registration Statement becoming effective) to consider and vote upon the approval of the Company Shareholder Matters and any such other matters. The Company and the Company Board, as applicable, will each use its reasonable best efforts to obtain from each class of the Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Company’s shareholders vote in favor of the Company Shareholder Matters (and including such recommendation in the Joint Proxy Statement). The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the distribution of such proxy materials to shareholders of the Company and all such proxy materials shall be reasonably satisfactory to Parent prior to the distribution thereof. However, if the Company Board, after consultation with outside advisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that continuing to recommend this AgreementAgreement and the Company Shareholder Matters would result in a violation of its fiduciary duties under applicable Law, then, in submitting this Agreement and the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereof. The Company Board of Directors of each of Dana axx xhe Company shall recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withhold or withdraw or modify in a manner adverse to Parent its approval or recommendation of that Company’s shareholders approve this Agreement or 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 Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Company Board may not take any actions under this sentence until after giving Parent at least five (5) business days to respond to such Acquisition Proposal or other event or circumstances giving rise to the determination by the Company Board to take such action (and, in the event such action is taken in response to an Acquisition Proposal, after giving Parent notice of the third party in the Acquisition Proposal and the material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by Parent. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the Company Board from complying with its obligation to submit this Agreement and the other Company Shareholder Matters to its shareholders at the Company Meeting or (2) any party to a Common Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger if to the Board vote of Directors of the Company, after having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of shareholders unless this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted been terminated in accordance with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawsterms.

Stockholder Approvals. (a) Each of them Camden, CASI, KSB and the Bank shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange or NASDAQ Stock Market rules and their respective articles or certificate of incorporation its charter and by-lawsbylaws, all action necessary to convene, respectively, : an appropriate meeting of the stockholders of Dana tx xxnsider Camden to consider and vote upon any matters required to be approved by Camden stockholders for consummation of the Mergers (including any adjournment or postponement, the Camden Meeting ); an appropriate meeting of the sole stockholder of CASI to consider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Dana sxxxxholders CASI s stockholder for consummation of the Merger Mergers (including any adjournment or postponement, the "Dana Mxxxxng"CASI Meeting), and ; an appropriate meeting of the stockholders of the Company KSB to consider and vote upon the approval of this AgreementAgreement and any other matters required to be approved by KSB's stockholders for consummation of the Mergers (including any adjournment or postponement, the Merger KSB Meeting; ); an appropriate meeting of the sole stockholder of the Bank to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company's stockholders Bank s stockholder for consummation of the Merger Mergers (including any adjournment or postponement, the "Company Bank Meeting"; and each of the Dana Mxxxxng Camden Meeting, the CASI Meeting, the KSB Meeting and the Company Bank Meeting, a "Meeting"Meeting ), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company Camden, CASI, KSB and the Bank shall (subject to compliance with its fiduciary duties as advised by its regular outside counsel, subsequently confirmed in writing) recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the Board of Directors of the Company, after having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that each of Camden, CASI, KSB and the refusal Bank shall use its reasonable best efforts to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify solicit such approval from its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawsstockholders.

Stockholder Approvals. (a) Each of them Camden, CASI, KSB and the Bank shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange or NASDAQ Stock Market rules and their respective articles or certificate of incorporation its charter and by-lawsbylaws, all action necessary to convene, respectively, : an appropriate meeting of the stockholders of Dana tx xxnsider Camden to consider and vote upon any matters required to be approved by Camden stockholders for consummation of the Mergers (including any adjournment or postponement, the Camden Meeting ); an appropriate meeting of the sole stockholder of CASI to consider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Dana sxxxxholders CASI s stockholder for consummation of the Merger Mergers (including any adjournment or postponement, the "Dana Mxxxxng"CASI Meeting), and ; an appropriate meeting of the stockholders of the Company KSB to consider and vote upon the approval of this AgreementAgreement and any other matters required to be approved by KSB’s stockholders for consummation of the Mergers (including any adjournment or postponement, the Merger KSB Meeting; ); an appropriate meeting of the sole stockholder of the Bank to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company's stockholders Bank s stockholder for consummation of the Merger Mergers (including any adjournment or postponement, the "Company Bank Meeting"; and each of the Dana Mxxxxng Camden Meeting, the CASI Meeting, the KSB Meeting and the Company Bank Meeting, a "Meeting"Meeting ), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company Camden, CASI, KSB and the Bank shall (subject to compliance with its fiduciary duties as advised by its regular outside counsel, subsequently confirmed in writing) recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the Board of Directors of the Company, after having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that each of Camden, CASI, KSB and the refusal Bank shall use its reasonable best efforts to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify solicit such approval from its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawsstockholders.

Stockholder Approvals. (a) Each The Board of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval Directors of the issuance of shares of Dana Cxxxxn Stock pursuant Company has resolved to recommend to its stockholders that they approve this Agreement, and will submit to its stockholders this Agreement and any other matters required to be approved by Dana sxxxxholders for consummation of its stockholders in order to carry out the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval intentions of this Agreement. The Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will submit to its stockholders the Merger Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the Company's stockholders for consummation intentions of the Merger (including any adjournment or postponementthis Agreement. In furtherance of that obligation, the "Company Meeting"; and each of the Dana Mxxxxng Parent and the Company Meetingshall take, a "Meeting"in accordance with applicable law and the Company Charter and Company Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary to convene a meeting of its respective stockholders (such meetings, the “Company Meeting” and the “Parent Meeting”, respectively, ) to be held as promptly soon as reasonably practicable after the date hereofS-4 is declared effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote, as applicable, required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters required to be approved by its respective stockholders in order to carry out the intentions of this Agreement. The Board of Directors of each of Dana axx xhe the Company shall recommend such approvaluse its reasonable best efforts to obtain from the stockholders of the Company the Requisite Company Vote, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify of Parent shall use its approval or reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement or and the Merger transactions contemplated hereby, and in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the Company shall engage a proxy solicitor reasonably acceptable to the other party to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if the Board of Directors of the Company, after having consulted with receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that the refusal it would reasonably be expected to do so would constitute a breach by violate its fiduciary duties under applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement to its stockholders, the Board of Directors of the Company of their fiduciary duties under applicable lawsmay submit this Agreement to its stockholders without recommendation, including their duties under Section 33-756(d) or may change its recommendation (although the resolutions approving this Agreement as of the CBCA; provided, however, the Company's Board of Directors date hereof may not approve be rescinded or recommend (and amended), in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by which event the Board of Directors of the Company may communicate the basis for its lack of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw a recommendation or modify change in its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock to its stockholders in the Merger if Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors of Danathe Company may not take any actions under this sentence unless (i) it gives Parent 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, xxxxr having consulted with outside counselin the event such action is taken in response to an Acquisition Proposal, determines that the refusal to do so would constitute a breach by identity of the person making such Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of Dana ox xxeir the Company takes into account any amendment or modification to this Agreement proposed by Parent, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable lawslaw 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 and will require a new notice period as referred to in this Section 6.3. The Company acknowledges that Parent may submit to its stockholders at the Parent Meeting a proposal to amend the terms of the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members.

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider to consider and vote upon the approval of the issuance of shares sxxxxs of Dana Cxxxxn Common Stock pursuant to this Agreement and any other matters required mattexx xequired to be approved by Dana sxxxxholders stockholders for consummation of the Merger (including any adjournment xxxxurnment or postponement, the "Dana MxxxxngMeeting"), and an appropriate meeting of stockholders of the Company thx Xxmpany to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng Meeting and the Company Meeting, a "Meeting"), respectively, as xx promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe and the Company shall recommend such approval, and each of Dana axx xhe Xxxx and the Company shall take all reasonable lawful action to solicit xxxxcit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the Board of Directors of the Company, after having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Common Stock in the Merger if the Board of Directors of DanaDanx, xxxxr xfter having consulted with outside counsel, determines that the thxx xhe refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir of their fiduciary duties under applicable laws.

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange NYSE rules and their its respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider FUNC to consider and vote upon the approval issuance of the issuance of shares of Dana Cxxxxn FUNC Stock to be issued in the Merger pursuant to this Agreement Plan and to vote on any other stockholder approval matters required to be approved by Dana sxxxxholders for consummation of the Merger (including any adjournment or postponement, the "Dana MxxxxngFUNC Meeting"), and an appropriate meeting of stockholders of the Company FFB to consider and vote upon the approval of this Agreement, the Merger Plan and to vote on any other stockholder approval matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company FFB Meeting"; and each of the Dana Mxxxxng FUNC Meeting and the Company FFB Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereofRegistration Statement (as defined in Section 5.03) is declared effective. The Subject to the next succeeding sentence, the Board of Directors of each of Dana axx xhe Company shall FUNC and FFB will recommend such approval, and each of Dana axx xhe Company shall FUNC and FFB will take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the The Board of Directors of the CompanyFUNC or FFB, acting on behalf of FUNC or FFB, respectively, may fail to make such recommendation, or withdraw, modify or change any such recommendation if and only if such Board of Directors, after having consulted with and considered the advice of outside counsel, determines has determined that the refusal making of such recommendation, or the failure so to do so withdraw, modify or change its recommendation, would constitute a breach by the Board of Directors of the Company of their fiduciary duties of such directors under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawslaw.

Stockholder Approvals. (a) Each The Board of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval Directors of the issuance of shares of Dana Cxxxxn Stock pursuant Company has resolved to recommend to its stockholders that they approve this Agreement, and will submit to its stockholders this Agreement and any other matters required to be approved by Dana sxxxxholders for consummation of its stockholders in order to carry out the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval intentions of this Agreement. The Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will submit to its stockholders the Merger Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the Company's stockholders for consummation intentions of the Merger (including any adjournment or postponementthis Agreement. In furtherance of that obligation, the "Company Meeting"; and each of the Dana Mxxxxng Parent and the Company Meetingshall take, a "Meeting"in accordance with applicable law and the Company Charter and Company Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary to convene a meeting of its respective stockholders (such meetings, the “Company Meeting” and the “Parent Meeting”, respectively, ) to be held as promptly soon as reasonably practicable after the date hereofS-4 is declared effective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote, as applicable, required in connection with this Agreement and the Merger, and, if so desired and mutually agreed, upon other matters required to be approved by its respective stockholders in order to carry out the intentions of this Agreement. The Board of Directors of each of Dana axx xhe the Company shall recommend such approvaluse its reasonable best efforts to obtain from the stockholders of the Company the Requisite Company Vote, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify of Parent shall use its approval or reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement or and the Merger transactions contemplated hereby, and in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the Company shall engage a proxy solicitor reasonably acceptable to the other party to assist in the solicitation of proxies from stockholders relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if the Board of Directors of the Company, after having consulted with receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that the refusal it would reasonably be expected to do so would constitute a breach by violate its fiduciary duties under applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement to its stockholders, the Board of Directors of the Company of their fiduciary duties under applicable lawsmay submit this Agreement to its stockholders without recommendation, including their duties under Section 33-756(d) or may change its recommendation (although the resolutions approving this Agreement as of the CBCA; provided, however, the Company's Board of Directors date hereof may not approve be rescinded or recommend (and amended), in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by which event the Board of Directors of the Company may communicate the basis for its lack of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw a recommendation or modify change in its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock to its stockholders in the Merger if Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors of Danathe Company may not take any actions under this sentence unless (i) it gives Parent 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, xxxxr having consulted with outside counselin the event such action is taken in response to an Acquisition Proposal, determines that the refusal to do so would constitute a breach by identity of the person making such Acquisition Proposal, the latest material terms and conditions of such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of Dana ox xxeir the Company takes into account any amendment or modification to this Agreement proposed by Parent, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless reasonably be expected to violate its fiduciary duties under applicable laws.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 and will require a new notice period as referred to in this Section 6.3. The Company acknowledges that Parent may submit to its stockholders at the Parent Meeting a proposal to amend the terms of the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members. -45-

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange National Association of Securities Dealers rules and their its respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider ExecuFirst to consider and vote upon the approval issuance of the issuance of shares of Dana Cxxxxn the Surviving Corporation Common Stock to be issued in the Merger pursuant to this Agreement Plan and to vote on any other stockholder approval matters required for or incidental to be approved by Dana sxxxxholders for consummation of the Merger including the approval of the Amended and Restated Surviving Corporation Option Plan (including any adjournment or postponement, the "Dana MxxxxngExecuFirst Meeting"), and an appropriate meeting of stockholders of the Company Republic to consider and vote upon the approval of this Agreement, the Merger Plan and to vote on any other stockholder approval matters required for or incidental to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Republic Meeting"; and each of the Dana Mxxxxng ExecuFirst Meeting and the Company Republic Meeting, a "Meeting"), respectively, as promptly as practicable after the date hereofRegistration Statement (as defined in Section 5.03) is declared effective. The Subject to Section 5.06 and the next succeeding sentence, the Board of Directors of each of Dana axx xhe Company shall ExecuFirst and Republic will recommend such approval, and each of Dana axx xhe Company shall ExecuFirst and Republic will take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement or the Merger if the The Board of Directors of the CompanyExecuFirst or Republic, acting on behalf of ExecuFirst or Republic, respectively, may fail to make such recommendation, or withdraw, modify or change any such recommendation if and only if such Board of Directors, after having consulted with and considered the advice of outside counsel, determines has determined that the refusal making of such recommendation, or the failure so to do so withdraw, modify or change its recommendation, would constitute a breach by the Board of Directors of the Company of their fiduciary duties of such directors under applicable lawslaw. Notwithstanding anything to the contrary contained herein, including their duties under Section 33-756(d) each of the CBCA; providedStock Option Agreements shall be effective on its own terms and an obligation of each party, however, independent of the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation provisions of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal Section 5.02 and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable laws5.06.

Stockholder Approvals. (a) Each of them shall takeAs promptly as practicable following the date upon which the Registration Statement, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock filed pursuant to this Agreement Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Company Board will submit to its shareholders the Company Shareholder Matters and any other matters required to be approved or adopted by Dana sxxxxholders for consummation such shareholders in order to carry out the intentions of this Agreement and the Merger transactions contemplated hereby. In furtherance of that obligation, the Company will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its shareholders (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders “Company Meeting”) as promptly as practicable (but in any event within forty-five (45) days of the Company Registration Statement becoming effective, or such other date as mutually agreed to by the parties) to consider and vote upon the approval of the Company Shareholder Matters and any such other matters. The Company and the Company Board, as applicable, will each use its reasonable best efforts to obtain from each class of the Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Company’s shareholders vote in favor of the Company Shareholder Matters (and including such recommendation in the Joint Proxy Statement). The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the distribution of such proxy materials to shareholders of the Company, and the Company shall consider in good faith any comments of Parent and revise such proxy materials as may be appropriate. Notwithstanding the foregoing, if the Company Board, after consultation with outside advisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that continuing to recommend this AgreementAgreement and the Company Shareholder Matters would violate its fiduciary duties under applicable Law, then, in submitting to its shareholders the Company Shareholder Matters, the Merger and any other matters required Company Board may withhold or withdraw or modify in a manner adverse to be approved by Parent its recommendation that Company’s shareholders approve this Agreement or submit this Agreement to its shareholders without recommendation (although the Company's stockholders for consummation resolutions approving this Agreement as of the Merger date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto; provided that the Company Board may not take any actions under this sentence until after giving Parent at least five (including any adjournment or postponement5) business days (or, if fewer than five (5) business days remain prior to the "Company Meeting"; and each date of the Dana Mxxxxng and the Company Meeting, such fewer number of days) to respond to such Acquisition Proposal or other event or circumstances giving rise to the determination by the Company Board to take such action (and, in the event such action is taken in response to an Acquisition Proposal, after giving Parent notice of the third party in the Acquisition Proposal and the material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed in writing by Parent. Any material amendment to any Acquisition Proposal will be deemed to be a "Meeting"), respectively, as promptly as practicable after the date hereof. The Board of Directors of each of Dana axx xhe Company shall recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation new Acquisition Proposal for purposes of this Section 6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the Merger if Company Board from complying with its obligation to submit this Agreement and the Board of Directors of the Company, after having consulted with outside counsel, determines that the refusal other Company Shareholder Matters to do so would constitute a breach by the Board of Directors of its shareholders at the Company Meeting or (2) any party to a Company Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger to the vote of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of shareholders unless this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted been terminated in accordance with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawsterms.

Stockholder Approvals. (a) Each of them The Company shall takeduly take all lawful action to call, as soon as practicablegive notice of, in accordance with applicable law, applicable stock exchange rules convene and their respective articles or certificate of incorporation and by-laws, all action necessary to convene, respectively, an appropriate hold a meeting of its stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved by Dana sxxxxholders for consummation of the Merger (including any adjournment or postponement, the "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after following the date hereofupon which the Form S-4 becomes effective (the "Company Stockholders Meeting") for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock to adopt this Agreement (the "Required Company Vote") and, except as provided hereby, shall take all reasonable action to solicit the adoption of this Agreement by such stockholders. The Board of Directors of each of Dana axx xhe the Company shall recommend such approvaladoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company (the "Company Recommendation"); provided, and each of Dana axx xhe however, that, if the Company shall take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding the previous sentencereceives a Superior Proposal, the Company's Board of Directors of the Company may withdraw (x) withdraw, modify, qualify in any manner adverse to Buyer, condition or modify its approval refuse to make such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting inconsistent with such recommendation of this Agreement or (collectively, a "Change in the Merger Company Recommendation") if the Board of Directors of the CompanyCompany determines, in good faith after having consulted consulting with its outside counselfinancial and legal advisors, determines that the refusal failure to do so take such action would constitute breach, or would reasonably be expected to result in a breach by of, its fiduciary obligations under applicable law. Notwithstanding anything to the Board of Directors contrary herein, this Agreement shall (unless the Agreement shall have been terminated in accordance with its terms) be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of voting on the CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation adoption of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it nothing contained herein shall have first consulted with outside counsel, and have determined that the refusal be deemed to do so would constitute a breach by the Board of Directors of relieve the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its approval or recommendation of this Agreement, the Merger or the issuance of shares of Dana Cxxxxn Stock in the Merger if the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawssuch obligation.

Stockholder Approvals. (a) Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange Nasdaq rules and their its respective articles or certificate of incorporation incorporation, charters and by-laws, all action necessary to convene, respectively, (A) an appropriate meeting of stockholders of Dana tx xxnsider Skylands to consider and vote upon (i) the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement Plan, and (ii) any other stockholder approval matters required to be approved by Dana sxxxxholders for consummation of the Bank Merger and the transactions contemplated hereby (including any adjournment or postponement, the "Dana MxxxxngSkylands Meeting"), and (B) an appropriate meeting of stockholders of the Company Bancorp to consider and vote upon the approval of this Agreement, the Merger Plan and any other stockholder approval matters required to be approved by the Company's stockholders for consummation of the Corporate Merger and the transactions contemplated hereby (including any adjournment or postponement, the "Company Bancorp Meeting"; and each of the Dana Mxxxxng Skylands Meeting and the Company Bancorp Meeting, a "Meeting"), and (C) in the case of Bancorp, an appropriate consent in lieu of meeting of the sole stockholder of Little Falls approving this Plan, respectively, as promptly as practicable after the date hereofRegistration Statement (as defined in Section 5.03) is declared effective. The Board of Directors of each of Dana axx xhe Company shall Skylands and Bancorp will recommend approval of such approvalmatters, and each of Dana axx xhe Company shall Skylands and Bancorp will take all reasonable lawful action to solicit such approval by its respective stockholders. Notwithstanding , provided that each of Skylands and Bancorp may withdraw, modify or change in an adverse manner to the previous sentence, the Company's Board of Directors may withdraw or modify other parties its approval or recommendation of this Agreement or the Merger recommendations if the Board of Directors of the Companysuch party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the refusal failure to do so would withdraw, modify or change its recommendation could constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA; provided, however, the Companysuch party's Board of Directors may not approve under applicable law. In addition, nothing in this Section 5.02 or recommend (and elsewhere in connection therewith, withdraw or modify its approval or recommendation this Plan shall prohibit accurate disclosure by either party of this Agreement information that is required to be disclosed in the Registration Statement or the MergerJoint Proxy Statement or any other document required to be filed with the SEC (including without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal or otherwise required to do so would constitute a breach be publicly disclosed by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw law or modify its approval or recommendation of this Agreement, the Merger regulation or the issuance rules of shares Nasdaq. Furthermore, Acquisition Corp. will take all action necessary to hold a special meeting of Dana Cxxxxn Stock in stockholders to vote and approve the Merger if Plan and the Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the refusal to do so would constitute a breach by the Board of Directors of Dana ox xxeir fiduciary duties under applicable lawsCorporate Merger.