Common use of California Permit; Fairness Hearing Clause in Contracts

California Permit; Fairness Hearing. Promptly after the execution of this Agreement, Ibex and Castelle shall prepare and cause to be filed with the California Commissioner of Corporations (the "California Commissioner") a permit application under Section 25121 of the California Corporations Code, and a related information statement or other disclosure document (the "Information Statement"), and shall request a hearing on the fairness of the terms and conditions of the Merger pursuant to Section 25142 of the California Corporations Code. The parties to this Agreement shall use all commercially reasonable efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at such a hearing; provided, however, that Castelle shall not be required to modify any of the terms of the Merger in order to cause the California Commissioner to approve the fairness of such terms and conditions. Ibex shall provide and include in the Information Statement such information relating to Ibex as may be required pursuant to the rules of the California Commissioner. The Information Statement shall include the recommendation of the board of directors of Ibex in favor of the Merger.

California Permit; Fairness Hearing. Promptly after the execution of this Agreement, Ibex the Company and Castelle Parent shall prepare and cause to be filed with the California Commissioner of Corporations (the "California Commissioner") a permit application under Section 25121 of the California Corporations CodeLaw, and a related information statement or other disclosure document (the "Information Statement"), and shall request a hearing on the fairness of the terms and conditions of the Merger pursuant to Section 25142 of the California Corporations CodeLaw (the "Fairness Hearing"), such hearing to be held with the minimum notice period required by applicable law. The parties to this Agreement shall use all commercially reasonable efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at such a hearinghearing and issue the requested permit (the "Permit"); provided, however, that Castelle neither party shall not be required to modify any of the terms of the Merger in order to cause the California Commissioner to approve the fairness of such terms and conditions. Ibex The Company shall provide and include in the Information Statement such information relating to Ibex the Company as may be required pursuant to the rules of the California Commissioner. The Information Statement shall include the recommendation recommendations of the board boards of directors of Ibex the Company and Parent in favor of the Merger.

California Permit; Fairness Hearing. Promptly after the execution of this Agreement, Ibex the Company and Castelle Terayon shall prepare and cause to be filed with the California Commissioner of Corporations (the "California Commissioner") a permit application under Section 25121 of the California Corporations Code, and a related information statement or other disclosure document (the "Information Statement"), and shall request a hearing on the fairness of the terms and conditions of the Merger pursuant to Section 25142 of the California Corporations Code. The parties to this Agreement shall use all commercially reasonable efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at such a hearing; provided, however, that Castelle the parties shall not be required to modify any of the terms of the Merger in order to cause the California Commissioner to approve the fairness of such terms and conditions. Ibex The Company shall provide and include in the Information Statement such information relating to Ibex the Company as may be required pursuant to the rules of the California Commissioner. The Information Statement shall include the recommendation of the board of directors of Ibex the Company in favor of the Merger.

California Permit; Fairness Hearing. Promptly after the execution of this Agreement, Ibex the Company and Castelle Parent shall prepare and cause to be filed with the California Commissioner of Corporations (the "California Commissioner") a permit application under Section 25121 of the California Corporations Code, and a related information statement or other disclosure document (the "Information Statement"), and shall request a hearing on the fairness of the terms and conditions of the Merger pursuant to Section 25142 of the California Corporations Code. The parties to this Agreement shall use all commercially reasonable efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at such a hearing; providedPROVIDED, howeverHOWEVER, that Castelle Parent shall not be required to modify any of the terms of the Merger in order to cause the California Commissioner to approve the fairness of such terms and conditions. Ibex The Company shall provide and include in the Information Statement such information relating to Ibex the Company as may be required pursuant to the rules of the California Commissioner. The Information Statement shall include the recommendation of the board of directors of Ibex the Company in favor of the Merger.

California Permit; Fairness Hearing. Promptly after the execution of this Agreement, Ibex the Company and Castelle Parent shall prepare and cause to be filed with the California Commissioner of Corporations (the "California Commissioner") a permit application under Section 25121 of the California Corporations Code, and a related information statement or other disclosure document (the "Information Statement"), and shall request a hearing on the fairness of the terms and conditions of the Merger pursuant to Section 25142 of the California Corporations CodeCode (the "Fairness Hearing"). The parties to this Agreement shall use all commercially reasonable efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at such a hearing; provided, however, that Castelle neither party shall not be required to modify any of the terms of the Merger in order to cause the California Commissioner to approve the fairness of such terms and conditions. Ibex The Company shall provide and include in the Information Statement such information relating to Ibex the Company as may be required pursuant to the rules of the California Commissioner. The Information Statement shall include the unanimous recommendation of the board of directors of Ibex the Company in favor of the Merger. Parent shall pay all filing fees in connection with the Fairness Hearing.