Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. The Company, through its Board of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger and the transactions contemplated hereby and thereby (the “Recommendation”). Promptly after the execution of this Agreement and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation and the Bylaws and which includes the Recommendation to all of the Principal Shareholders for approval as provided by the FBCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit and obtain immediately, but in any event within five (5) days of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote to approve (i) the Merger and to enable the Closing to occur as promptly as practicable following receipt of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby and (iii) the transactions contemplated hereby and thereby (“Written Consents”). Each Principal Shareholder agrees to approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days of the date of this Agreement) and not to take any action, directly or indirectly (including without limitation the withdrawal of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger and this Agreement. Promptly after the date of the Written Consents, the Company shall (i) deliver notice to each Shareholder that is not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) .

Company Shareholder Approval. The Company, through its Board of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger and the transactions contemplated hereby and thereby (the “Recommendation”). Promptly As promptly as practicable after the execution of this Agreement and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation Agreement and the Bylaws and which includes the Recommendation transactions contemplated hereby to all of the Principal Shareholders its shareholders for approval and adoption as provided by the FBCA California Law and the Company’s its Articles of Incorporation and Bylaws. The Company shall use its best efforts to solicit and obtain immediately, but in any event within five (5) days the written consent of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote its shareholders to approve (i) the Merger and this Agreement and to enable the Closing to occur as promptly as practicable. In connection with such shareholder approval and as soon as practicable following receipt after the execution of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby Company shall prepare, with the cooperation of Parent, an Information Statement for purposes of soliciting such written consent of the shareholders. The Information Statement shall also constitute a disclosure document for the offer and (iiisale of the shares of Parent Common Stock to be received by the holders of the Company's Capital Stock in the Merger and shall comply with the information requirements of Rule 502(b) promulgated under the transactions contemplated hereby Securities Act so that Parent may avail itself of the exemption provided by Rule 506 promulgated under the Securities Act if it so chooses. The Company shall use its commercially reasonable efforts, with the cooperation of Parent, to cause such Information Statement to be distributed to the Company's shareholders no later than November 30, 1998. Parent and thereby (“Written Consents”)the Company shall each use its best efforts to cause the Information Statement to comply with all applicable federal and state securities laws requirements. Each Principal Shareholder of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (transactions contemplated hereby and in any event within five (5) days the conclusion of the date Board of this Agreement) Directors that the terms and not to take any action, directly or indirectly (including without limitation the withdrawal conditions of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger are fair and this Agreement. Promptly after reasonable to the date shareholders of the Written ConsentsCompany. Anything to the contrary contained herein notwithstanding, the Company shall (i) deliver notice not include in the Information Statement any information with respect to each Shareholder that is Parent or its affiliates or associates, the form and content of which information shall not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action have been approved by Written Consent of the Shareholders pursuant Parent prior to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) inclusion.

Company Shareholder Approval. The Company, through its Board (a) Following the execution of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, Company shall take, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as practicable (and in any event within twenty (20) days following the time when the final Proxy Statement-Prospectus becomes available, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and, if mutually agreed, any other matters required to be approved by Company’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby and thereby (including any adjournment or postponement thereof, the “RecommendationCompany Meeting”). Promptly after , and shall, subject to Section 5.09 and the execution last sentence of this Agreement Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall use its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in accordance connection with the Company Meeting are solicited in compliance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation and Bylaws of Company and all other applicable legal requirements. Except with the Bylaws and which includes prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation to all of the Principal Shareholders for approval as provided by the FBCA and the Company’s Articles of Incorporation and Bylaws. The in accordance with Section 5.09, Company shall not be required to use its reasonable best efforts to solicit and obtain immediately, but in any event within five (5) days of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote shareholders to approve (i) the Merger this Agreement and to enable the Closing to occur as promptly as practicable following receipt of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby and (iii) the transactions contemplated hereby and thereby (“Written Consents”). Each Principal including the Merger) or to use its reasonable best efforts to obtain the Requisite Shareholder agrees Approval to approve consummate the Merger Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Meeting shall be convened and this Agreement and shall be submitted to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days shareholders of Company at the date Company Meeting, for the purpose of voting on the approval of this Agreement) Agreement and not to take any action, directly or indirectly the transactions contemplated hereby (including without limitation the withdrawal of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger and this Agreement. Promptly after the date of the Written Consents, the Company shall (i) deliver notice to each Shareholder that is not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCAMerger), and the Company's Articles nothing contained herein shall be deemed to relieve Company of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) obligation.

Company Shareholder Approval. The Company, through its Board (a) Immediately after the execution of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger Company shall submit this Agreement and the transactions contemplated hereby and thereby (the “Recommendation”). Promptly after the execution of this Agreement and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation and the Bylaws and which includes the Recommendation to all of the Principal Shareholders its shareholders for approval as provided by the FBCA VSCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit and obtain immediately, but in any event within five three (53) days of the date signing of this Agreement, written consents Written Consents (“Written Consents”) from all its shareholders and shall use its best efforts to obtain such Written Consent of the Principal Shareholders constituting the Requisite Vote all Company shareholders to approve (i) the Merger Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby and to enable the Closing to occur as promptly as practicable following receipt practicable. The parties acknowledge and agree that certain of the requisite consents from any Governmental EntityCompany’s shareholders previously have executed Written Consents sufficient to achieve the Required Vote with respect to the foregoing matters as a condition to Buyer executing this Agreement, (ii) which Written Consents shall be delivered immediately following execution and delivery hereof and which shall not mitigate or modify the Company’s obligations to obtain the Written Consent of all Company shareholders pursuant to this Section 6.15. The materials submitted to the Company’s shareholders have included and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous approval and recommendation of the Company’s board of directors in favor of the Merger, this Agreement, the other documents contemplated hereby and (iii) the transactions contemplated hereby and thereby (“Written Consents”)thereby. Each Principal Shareholder agrees Prior to approve the Merger distribution of such materials or any amendment or supplement thereto, Buyer and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days of the date of this Agreement) and not to take any action, directly or indirectly (including without limitation the withdrawal its counsel shall be provided copies of any Written Consent) contrary materials not produced or provided by Buyer for such purpose and shall be provided a reasonable opportunity to such Principal Shareholder’s obligation to approve the Merger review and this Agreement. Promptly after the date of the Written Consents, the Company shall (i) deliver notice to each Shareholder that is not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) comment thereon.

Company Shareholder Approval. The Company(a) Subject to Section 6.1(b), through promptly following the date of this Agreement, the Company will call a special meeting of its Board shareholders (the "Shareholders' Meeting") and cause to be mailed to its shareholders a proxy statement (the "Proxy Statement"), this Agreement and all other related documents (collectively, the "Proxy Materials") as promptly as practicable after the date hereof and, subject to Section 6.1(b) and 6.3(c), use its commercially reasonable efforts to solicit from holders of Directors, shall unanimously recommend to shares of Company Common Stock proxies in favor of the Shareholders that the Shareholders approve and adopt adoption of this Agreement, the Merger and the transactions contemplated hereby herein and thereby (take all other action reasonably necessary or advisable to secure, at the “Recommendation”)Shareholders' Meeting, the Company Shareholder Approval. Promptly after Purchaser and Merger Sub shall furnish to the execution of this Agreement and Company all information concerning themselves as may be reasonably requested by the Company in accordance connection with the FBCApreparation and distribution of the Proxy Statement. If, at any time prior to the Effective Time, any information relating to Purchaser or Merger Sub should be but is not set forth in an amendment or supplement to the Proxy Statement or any information provided by Purchaser or Merger Sub for inclusion in the Proxy Statement or any amendment or supplement thereto has become inaccurate, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Purchaser shall promptly notify the Company and provide the Company with necessary information, and an appropriate amendment or supplement describing such information shall be, to the extent required by Applicable Law, promptly disseminated to the Company's shareholders in an amendment to the Proxy Statement. Notwithstanding anything contained herein to the contrary, the Company shall submit along with this Agreement, a written consent that complies provide Purchaser with the FBCA, the Company’s Articles of Incorporation and the Bylaws and which includes the Recommendation Proxy Materials no less than four (4) Business Days prior to all of the Principal Shareholders for approval as provided by the FBCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit and obtain immediately, but in any event within five (5) days of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote mailing to approve (i) the Merger and to enable the Closing to occur as promptly as practicable following receipt of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby and (iii) the transactions contemplated hereby and thereby (“Written Consents”). Each Principal Shareholder agrees to approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days of the date of this Agreement) and not to take any action, directly or indirectly (including without limitation the withdrawal of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger and this Agreement. Promptly after the date of the Written Consents, the Company shall (i) deliver notice to each Shareholder that is not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation shareholders and BylawsPurchaser shall have the right to provide comments to the Company which the Company shall, (ii) deliver in good faith, consider including in the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) Proxy Materials.

Company Shareholder Approval. The Company, through its Board As promptly as practicable after the execution of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger Company shall submit this Agreement and the transactions contemplated hereby to its shareholders for approval as provided by the CGCL, the DGCL and the Company Articles and Bylaws. The Company shall solicit promptly, but in any event within three days of the signing of this Agreement, Written Consents from all its shareholders and shall use its best efforts to obtain such Written Consent of all Company shareholders to approve the Merger, this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the “Recommendation”). Promptly after the execution of this Agreement approval and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation and the Bylaws and which includes the Recommendation to all filing of the Principal Shareholders for approval as provided by the FBCA and the Company’s Articles of Incorporation and Bylaws. The Company shall solicit and obtain immediately, but in any event within five (5Amendment) days of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote to approve (i) the Merger and to enable the Closing to occur as promptly as practicable following receipt practicable. The parties acknowledge and agree that certain of the requisite consents from any Governmental EntityCompany’s shareholders previously have executed and delivered Written Consents sufficient to achieve the Required Vote with respect to the foregoing matters as a condition precedent to Parent and Merger Sub executing this Agreement, (ii) which occurrence shall not mitigate or modify the Company’s obligations to obtain the Written Consent of all Company shareholders pursuant to this Section 5.1. The materials submitted to the Company’s shareholders have included and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous recommendation of the Company’s Board of Directors in favor of the Merger, this Agreement, the other documents contemplated hereby Ancillary Agreements and (iii) the transactions contemplated hereby and thereby (“Written Consents”). Each Principal Shareholder agrees to approve including the Merger approval and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (and in any event within five (5) days filing of the date of this Agreement) and not to take any action, directly or indirectly (including without limitation the withdrawal of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger and this Agreement. Promptly after the date of the Written Consents, the Company shall (i) deliver notice to each Shareholder that is not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action by Written Consent of the Shareholders pursuant to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCAArticles Amendment), and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information and documents regarding Parent, its capital stock and its business and affairs as is required are necessary or appropriate to be provided to the shareholders in soliciting their consents and approvals. Prior to the distribution of such materials or any amendment or supplement thereto, Parent and its counsel shall be provided copies of any materials not produced or provided by Section 607.1302 of the FBCA, Parent for such purpose and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) shall be provided a reasonable opportunity to review and comment thereon.

Company Shareholder Approval. The Company, through its Board of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger and the transactions contemplated hereby and thereby (the “Recommendation”). Promptly As promptly as practicable after the execution of this Agreement and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation Agreement and the Bylaws and which includes the Recommendation transactions contemplated hereby to all of the Principal Shareholders its shareholders for approval and adoption as provided by the FBCA California Law and the Company’s its Articles of Incorporation and Bylaws. The Company shall use its best efforts to solicit and obtain immediately, but in any event within five (5) days the written consent of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote its shareholders to approve (i) the Merger and this Agreement and to enable the Closing to occur as promptly as practicable. In connection with such shareholder approval and as soon as practicable following receipt after the execution of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby Company shall prepare, with the cooperation of Parent, an Information Statement for purposes of soliciting such written consent of the shareholders. The Information Statement shall also constitute a disclosure document for the offer and (iiisale of the shares of Parent Common Stock to be received by the holders of the Company's Capital Stock in the Merger and shall comply in all material respects with the information requirements of Rule 502(b) promulgated under the transactions contemplated hereby and thereby (“Written Consents”)Securities Act so that Parent may avail itself of the exemption provided by Rule 506 promulgated under the Securities Act if Parent so chooses. The Company shall use its best efforts, with the cooperation of Parent, to cause such Information Statement to be distributed to the Company's shareholders no later than November 25, 1997. Each Principal Shareholder of Parent and the Company shall use its best efforts to cause the Information Statement to comply in all material respects with Rule 502(b) and all other applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Subject to Section 4.2, the Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (transactions contemplated hereby and in any event within five (5) days the conclusion of the date Board of this Agreement) Directors that the terms and not to take any action, directly or indirectly (including without limitation the withdrawal conditions of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger are fair and this Agreement. Promptly after reasonable to the date shareholders of the Written ConsentsCompany. Anything to the contrary contained herein notwithstanding, the Company shall (i) deliver notice not include in the Information Statement any information with respect to each Shareholder that is Parent or its affiliates or associates, the form and content of which information shall not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action have been reasonably approved by Written Consent of the Shareholders pursuant Parent prior to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) inclusion.

Company Shareholder Approval. The Company, through its Board of Directors, shall unanimously recommend to the Shareholders that the Shareholders approve and adopt this Agreement, the Merger and the transactions contemplated hereby and thereby (the “Recommendation”). Promptly As promptly as practicable after the execution of this Agreement and in accordance with the FBCA, the Company shall submit along with this Agreement, a written consent that complies with the FBCA, the Company’s Articles of Incorporation Agreement and the Bylaws and which includes the Recommendation transactions contemplated hereby to all of the Principal Shareholders its shareholders for approval and adoption as provided by the FBCA California Law and the Company’s its Articles of Incorporation and Bylaws. The Company shall use its best efforts to solicit and obtain immediately, but in any event within five (5) days the written consent of the date of this Agreement, written consents of the Principal Shareholders constituting the Requisite Vote its shareholders to approve (i) the Merger and this Agreement and to enable the Closing to occur as promptly as practicable. In connection with such shareholder approval and as soon as practicable following receipt after the execution of the requisite consents from any Governmental Entity, (ii) this Agreement, the other documents contemplated hereby Company shall prepare, with the cooperation of Parent, an Information Statement for purposes of soliciting such written consent of the shareholders. The Information Statement shall also constitute a disclosure document for the offer and (iii) sale of the transactions contemplated hereby shares of Parent Common Stock to be received by the holders of the Company's Capital Stock in the Merger. The Company shall use its commercially reasonable efforts, with the cooperation of Parent, to cause such Information Statement to be distributed to the Company's shareholders no later than May 15, 1997. Parent and thereby (“Written Consents”)the Company shall each use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each Principal Shareholder of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the Merger and this Agreement and to execute the Written Consent presented to such Principal Shareholder immediately (transactions contemplated hereby and in any event within five (5) days the conclusion of the date Board of this Agreement) Directors that the terms and not to take any action, directly or indirectly (including without limitation the withdrawal conditions of any Written Consent) contrary to such Principal Shareholder’s obligation to approve the Merger are fair and this Agreement. Promptly after reasonable to the date shareholders of the Written ConsentsCompany. Anything to the contrary contained herein notwithstanding, the Company shall (i) deliver notice not include in the Information Statement any information with respect to each Shareholder that is Parent or its affiliates or associates, the form and content of which information shall not a Principal Shareholder and that did not execute a Written Consent (the “Nonconsenting Shareholders”) of the action have been approved by Written Consent of the Shareholders pursuant Parent prior to and in accordance with the applicable provisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, (ii) deliver the notice required pursuant to Section 607.1302 of the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to Section 607.1302 of the FBCA along with such other information as is required by Section 607.1302 of the FBCA, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) inclusion.