Common use of Company Shareholder Approval Clause in Contracts

Company Shareholder Approval. The Company shall promptly, ---------------------------- after the date of this Agreement and in accordance with applicable Law, the Company's Articles of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable Law, the Company's Articles of Incorporation and Bylaws, and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger and the other transactions contemplated hereby.

Company Shareholder Approval. The Company shall promptlyagrees to take, ---------------------------- after in accordance with applicable law, the date Articles of Agreement of the Company and the Bylaws of the Company, all action necessary to convene a special meeting of its shareholders to consider and vote upon the approval of this Agreement and in accordance with applicable Law, any other matters required to be approved by the Company's Articles ’s shareholders in order to permit consummation of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, Agreement (including any adjournment or in the alternative, that written consents are solicited, in compliance with applicable Lawpostponement, the Company's Articles of Incorporation and Bylaws“Company Meeting”) and, and subject to Section 5.08, shall take all other applicable legal requirementslawful action to solicit such approval by such shareholders. The Company agrees to use it its best efforts to take all action necessary or advisable convene the Company Meeting within thirty-five (35) days after the initial mailing of the Proxy Statement/Prospectus to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors shareholders of the Company pursuant to Section 5.08, and in any event shall recommend that convene the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated herebyMeeting within forty-five (45) days after such mailing. Except as may with the prior approval of Buyer, no other matters shall be required by submitted for the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors approval of the Company nor any committee thereof shareholders at the Company Meeting. The Company Board shall withdrawat all times prior to and during the Company Meeting recommend adoption of this Agreement by the shareholders of the Company and shall not withhold, amend or modify, or propose or resolve to withdraw, amend or modify such recommendation in a any manner adverse to ParentBuyer or take any other action or make any other public statement inconsistent with such recommendation, except as and to the recommendation of extent expressly permitted by Section 5.11 (a “Change in Recommendation”). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the Board of Directors shareholders of the Company that for their approval at the Company Shareholders vote in favor Meeting and nothing contained herein shall be deemed to relieve the Company of and adopt and approve this Agreement, the Merger and the other transactions contemplated herebysuch obligation.

Company Shareholder Approval. The (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the date on which the Registration Statement / Proxy Statement is declared effective under the Securities Act (the “Company Shareholder Written Consent Deadline”), the Company shall promptly, ---------------------------- after obtain and deliver to Pathfinder a true and correct copy of the date Company Shareholder Approval by written consent in lieu of this Agreement and in accordance with applicable Law, the Company's Articles of Incorporation and Bylaws, convene a meeting (in form and substance reasonably satisfactory to Pathfinder) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold, in the aggregate, (i) at least a majority of its shareholders or solicit written consents to obtain their the issued and outstanding Company Shares, (ii) at least a majority of the issued and outstanding Company Preferred Shares, (iii) at least a majority of the shares held by the Key Stockholders and (iv) at least a majority of the Series E Preferred, in each case, as is required for the approval and adoption of this Agreement, the Merger Ancillary Documents to which the Company is or will be a party and the transactions contemplated by this Agreement. The hereby and thereby (including the Merger, the Pre-Closing Recapitalization and the termination of any Company shall ensure that the shareholders' meeting is called, noticed, convened, held Shareholders Agreements and conducted, and that all proxies solicited by other Company Related Party Transactions set forth on Section 4.2(a) of the Company Disclosure Schedules), in connection each case, in accordance with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable LawDGCL, the Company's Articles of Incorporation and Bylaws’s Governing Documents, and all other applicable legal requirementsthe Company Shareholders Agreements (the “Requisite Shareholder Approval”). The Company agrees to use it best efforts to take all action necessary or advisable to secure Company, through the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors unanimous approval of the Company Board, shall recommend that to the holders of Company Shareholders vote in favor Shares the approval and adoption of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger Ancillary Documents to which the Company is or will be a party, the transactions contemplated hereby and thereby (including the Merger, the Pre-Closing Recapitalization and the other transactions contemplated herebytermination of the Company Shareholders Agreements) (the “Company Board Recommendation”).

Company Shareholder Approval. The Company Company, through its Board of Directors, shall promptlyunanimously 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 date 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 Lawprovisions of the FBCA, including Section 607.0704(3) of the FBCA, and the Company's Articles of Incorporation and Bylaws, convene a meeting (ii) deliver the notice required pursuant to Section 607.1302 of its shareholders or solicit written consents the FBCA informing the Nonconsenting Shareholders that appraisal rights are available for their shares pursuant to obtain their approval and adoption Section 607.1302 of this Agreement, the Merger and FBCA along with such other information as is required by Section 607.1302 of the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conductedFBCA, and that all proxies solicited by (iii) without limiting the Company in connection with generality of clause (ii), deliver an information statement (the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable Law, the Company's Articles of Incorporation and Bylaws, and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger and the other transactions contemplated hereby“Information Statement”) .

Company Shareholder Approval. The Company shall promptlyshall, ---------------------------- as promptly as practicable after the date SEC Approval Date, give notice in accordance with the applicable provisions of the Corporate Law and the Company’s Charter Documents to all of its shareholders calling for an extraordinary general meeting of such shareholders to consider and vote upon this Agreement and in accordance with applicable Law, the Company's Articles of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable Law, the Company's Articles of Incorporation and Bylaws, and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger Mergers and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Shareholder Meeting”). Except as may The Company shall timely send copies of the Registration Statement and all other relevant information and documentation to its stockholders in connection with the Company Shareholder Meeting. The Company and its board of directors shall cause the Company Shareholder Meeting to take place in accordance with the foregoing and in compliance with the Corporate Law and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Shareholder Approval at the Company Shareholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be required permitted to obtain the Company Shareholder Approval, without a need for calling a Company Shareholder Meeting, by obtaining the CGCL or applicable case law written consent of holders of two thirds (2/3) of the issued and outstanding Company Ordinary Shares that is executed and delivered by such holders after the SEC Approval Date and after the Registration Statement is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Shareholder Approval pursuant to such written consent, consents with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger Mergers, and the other transactions contemplated herebyhereby will be solicited from all holders of Company Ordinary Shares.

Company Shareholder Approval. The (a) Following the execution of this Agreement, Company shall promptlytake, ---------------------------- after in accordance with applicable Law and the date articles of incorporation and bylaws of Company, all action necessary to convene a special meeting of its shareholders as promptly as reasonably practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Parent (not to be unreasonably withheld or conditioned)) to consider and vote upon the approval of this Agreement and in accordance with applicable Law, the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Company's Articles shareholders in order to permit consummation of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the "Company Meeting"), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its Commercially Reasonable Efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Agreement. The Section 5.04(a), Company shall ensure that use its Commercially Reasonable Efforts to obtain the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Requisite Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable Law, the Company's Articles of Incorporation and Bylaws, and all other applicable legal requirements. The Company agrees Shareholder Approval to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve consummate the Merger and the other transactions contemplated hereby. Except as may with the prior approval of Parent, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board makes a Company Subsequent Determination in accordance with Section 5.10, Company shall not be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve use its Commercially Reasonable Efforts to withdraw, amend or modify in a manner adverse solicit shareholders to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger Agreement and the other transactions contemplated herebyhereby (including the Merger) or to use its Commercially Reasonable Efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger.

Company Shareholder Approval. The (a) Following the execution of this Agreement, Company shall promptlytake, ---------------------------- after in accordance with applicable Law and the date 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 accordance with applicable Law, the Company's Articles order to permit consummation of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.09 and the last sentence of this 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 Agreement. The 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 shareholders' meeting Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting Company Meeting are solicited, or in the alternative, that written consents are solicited, solicited in compliance with applicable Lawthe FBCA, the Company's Articles of Incorporation and Bylaws, Bylaws of Company and all other applicable legal requirements. The Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company agrees shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use it its reasonable best efforts to take all action necessary or advisable solicit shareholders to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote the transactions contemplated hereby (including the Merger) or to use its reasonable best efforts to obtain the Requisite Shareholder Approval to consummate the Merger; provided, however, that notwithstanding anything to the contrary herein, unless this Agreement has been terminated in favor accordance with its terms, the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of and approve Company at the Merger Company Meeting, for the purpose of voting on the approval of this Agreement and the other transactions contemplated hereby. Except as may hereby (including the Merger), and nothing contained herein shall be required by the CGCL or applicable case law with respect deemed to fiduciary duties, neither the Board relieve Company of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger and the other transactions contemplated herebysuch obligation.

Company Shareholder Approval. The Company shall promptly, ---------------------------- as promptly as practicable after the date of this Agreement and in accordance with applicable LawRegistration Statement is declared effective under the Securities Act, (i) cause the Company's Articles of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents Proxy Statement to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, be disseminated to MIC Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) in accordance with the Company's Articles of Incorporation and Bylaws’s Governing Documents, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and all other applicable legal requirements(iii) solicit proxies from the holders of MIC Common Stock to vote in favor of each of the Company Transaction Proposals. The Company agrees shall, through its Board of Directors, recommend to use it best efforts its shareholders the (A) approval of the First Merger in accordance with applicable Law and exchange rules and regulations, (B) approval of the Company Charter Amendment, (C) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to take all action the Registration Statement or correspondence related thereto, (D) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or advisable appropriate in connection with the transactions contemplated hereby, and (E) postponement or adjournment of the Company Shareholders’ Meeting, if necessary, to secure permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the necessary votes required by applicable Lawforegoing (such proposals in (A) through (E), together, the Company's Articles of Incorporation “Company Transaction Proposals”), and Bylaws to effect include such recommendation in the MergerProxy Statement. The Board of Directors of the Company shall recommend that not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the shareholders of the Company Shareholders that they vote in favor of and adopt and approve this Agreement and vote in favor the Company Transaction Proposals (any such withdrawal, amendment, qualification or modification of and approve its recommendation to the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors shareholders of the Company nor any committee thereof shall withdrawdescribed in this Section 8.2(c) or public proposal to do the same, amend or modifya “Company Modification in Recommendation”), or propose or resolve except in the case of an Adverse Recommendation Change specifically permitted by Section 8.6(c). To the fullest extent permitted by applicable Law, (x) Company’s obligations to withdrawestablish a record date for, amend or modify in a manner adverse to Parentduly call, the recommendation of the Board of Directors of give notice of, convene and hold the Company Shareholders’ Meeting shall not be affected by any Company Modification in Recommendation, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Shareholder Approval shall not have been obtained at any such Company Shareholders’ Meeting, then the Company shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this Section 8.2(c), and hold additional Company Shareholders’ Meetings in order to obtain the Company Shareholder Approval. The Company may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Company Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company Shareholders vote has determined in favor of good faith after consultation with outside legal counsel is required under applicable Law and adopt for such supplemental or amended disclosure to be disseminated and approve this Agreement, reviewed by the Merger Company’s shareholders prior to the Company Shareholders’ Meeting; provided that the Company Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Company Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the other transactions contemplated herebyAgreement End Date.

Company Shareholder Approval. The (a) As promptly as reasonably practicable (and in any event within two (2) Business Days) following the date on which the Registration Statement is declared effective under the Securities Act (the “Company Shareholder Written Consent Deadline”), the Company shall promptly, ---------------------------- after obtain and deliver to SPAC a true and correct copy of the date adoption and approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in accordance with applicable Lawlieu of a meeting (in form and substance reasonably satisfactory to SPAC) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold, in the aggregate, the Company's Articles requisite number and type of Incorporation and Bylaws, convene a meeting shares of its shareholders or solicit written consents to obtain their Company Common Stock as are required for the approval and adoption of this Agreement, the Merger Ancillary Agreements to which the Company is or will be a party and the transactions contemplated by this Agreementhereby and thereby (including the Mergers and the Pre-Closing Recapitalization), in accordance with the MBCA and the Company Organizational Documents (the “Company Shareholder Approval”). The Company shall ensure that Company, through the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable Law, the Company's Articles of Incorporation and Bylaws, and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors unanimous approval of the Company Board, shall recommend that to the Company Shareholders vote in favor the approval and adoption of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger Ancillary Agreements to which the Company is or will be a party and the other transactions contemplated herebyhereby and thereby (including the Mergers and the Pre-Closing Recapitalization) (the “Company Board Recommendation”).

Company Shareholder Approval. The (a) As promptly as reasonably practicable (and in any event within one (1) Business Day) following effectiveness of the Registration Statement/Proxy Statement (the “Company Shareholder Written Consent Deadline”), the Company shall promptly, ---------------------------- after obtain and deliver to CBRG a true and correct copy of the date adoption and approval of this Agreement and the transactions contemplated hereby by the Company Shareholders acting by written consent in accordance with applicable Lawlieu of a meeting (in form and substance reasonably satisfactory to CBRG) (the “Company Shareholder Written Consent”) that is duly executed and delivered by the Company Shareholders that hold (i) in the aggregate, the Company's Articles requisite number and type of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their Company Shares as are required for the approval and adoption of this Agreement, the Merger Ancillary Documents to which the Company is or will be a party and the transactions contemplated by this Agreement. The Company shall ensure that hereby and thereby (including the shareholders' meeting is called, noticed, convened, held Mergers and conducted, and that all proxies solicited by the termination of the Company Shareholders Agreements), in connection each case, in accordance with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable LawNRS, the Company's Articles ’s Governing Documents and the Company Shareholders Agreements and (ii) the Requisite Preferred Majority in favor of Incorporation the approval and Bylaws, and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors adoption of the Company shall recommend that Preferred Shares Conversion (clause (i) and (ii), collectively, the “Requisite Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve Shareholder Approval”). The Company, through the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors unanimous approval of the Company nor any committee thereof Board, shall withdraw, amend or modify, or propose or resolve recommend to withdraw, amend or modify in a manner adverse to Parent, the recommendation holders of Company Shares the Board approval and adoption of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger Ancillary Documents to which the Company is or will be a party and the other transactions contemplated herebyhereby and thereby (including the Mergers, the Company Preferred Shares Conversion and the termination of the Company Shareholders Agreements) (the “Company Board Recommendation”).

Company Shareholder Approval. The Company shall promptly, ---------------------------- as promptly as practicable after the date of this Agreement and in accordance with applicable LawRegistration Statement is declared effective under the Securities Act, (i) cause the Company's Articles of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents Proxy Statement to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated by this Agreement. The Company shall ensure that the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, be disseminated to MIC Shareholders in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) in accordance with the Company's Articles of Incorporation and Bylaws’s Governing Documents, for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and all other applicable legal requirements(iii) solicit proxies from the holders of MIC Common Stock to vote in favor of each of the Company Transaction Proposals. The Company agrees shall, through its Board of Directors, recommend to use it best efforts its shareholders the (A) approval of the First Merger in accordance with applicable Law and exchange rules and regulations, (B) approval of the Company Charter Amendment, (C) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to take all action the Registration Statement or correspondence related thereto, (D) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or advisable appropriate in connection with the transactions contemplated hereby, and (E) postponement or adjournment of the Company Shareholders’ Meeting, if necessary, to secure permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the necessary votes required by applicable Lawforegoing (such proposals in (A) through (E), together, the Company's Articles of Incorporation “Company Transaction Proposals”), and Bylaws to effect include such recommendation in the MergerProxy Statement. The Board of Directors of the Company shall recommend that not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to the shareholders of the Company Shareholders that they vote in favor of and adopt and approve this Agreement and vote in favor the Company Transaction Proposals (any such withdrawal, amendment, qualification or modification of and approve its recommendation to the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary duties, neither the Board of Directors shareholders of the Company nor any committee thereof shall withdrawdescribed in this Section 8.2(c) or public proposal to do the same, amend or modifya “Company Modification in Recommendation”), or propose or resolve except in the case of an Adverse Recommendation Change specifically permitted by ‎Section 8.6(c). To the fullest extent permitted by applicable Law, (x) Company’s obligations to withdrawestablish a record date for, amend or modify in a manner adverse to Parentduly call, the recommendation of the Board of Directors of give notice of, convene and hold the Company Shareholders’ Meeting shall not be affected by any Company Modification in Recommendation, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Shareholder Approval shall not have been obtained at any such Company Shareholders’ Meeting, then the Company shall promptly continue to use its reasonable best efforts to take actions, including the actions required by this ‎Section 8.2(c), and hold additional Company Shareholders’ Meetings in order to obtain the Company Shareholder Approval. The Company may only postpone or adjourn (and, in the case of clauses (i) and (ii), shall adjourn) the Company Shareholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Shareholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company Shareholders vote has determined in favor of good faith after consultation with outside legal counsel is required under applicable Law and adopt for such supplemental or amended disclosure to be disseminated and approve this Agreement, reviewed by the Merger Company’s shareholders prior to the Company Shareholders’ Meeting; provided that the Company Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Company Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business Days prior to the other transactions contemplated herebyAgreement End Date.

Company Shareholder Approval. The (a) Following the execution of this Agreement, Company shall promptlytake, ---------------------------- after in accordance with applicable Law and the date Articles of Incorporation and Bylaws of Company, all action necessary to convene an annual or special meeting of its shareholders as soon as reasonably practicable to consider and vote upon the approval of this Agreement and in accordance with applicable Lawthe transactions contemplated hereby, including the Merger (including any adjournment or postponement thereof, the Company's Articles “Company Meeting”). Subject to Section 6.08 and the last sentence of Incorporation and Bylawsthis Section 6.04(a), convene a meeting of Company shall use its shareholders or solicit written consents reasonable best efforts to obtain their approval and adoption of this Agreement, the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated by this Agreement. The hereby, including preparing and filing a proxy statement with the Securities and Exchange Commission to be used to solicit votes for the Company Meeting (the “Proxy Statement”) and shall ensure that the shareholders' meeting Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting Company Meeting are solicited, or in the alternative, that written consents are solicited, solicited in compliance with applicable Lawthe MGCL, the Company's Articles of Incorporation and Bylaws, Bylaws of Company and all other applicable legal requirements. The In connection with the Company agrees Meeting, the Company shall prepare and distribute to all participants in the Sunnyside Federal Savings and Loan Association of Irvington Employee Stock Ownership Plan (the “ESOP”) maintained by Bank materials for the purpose of permitting the ESOP participants to direct the manner in which the shares of Company stock allocated to their accounts in the ESOP are to be voted. Except with the prior approval of Buyer or matters of a type routinely included in Company’s annual meeting, no other matters other than those provided for herein shall be submitted for the approval of Company shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 6.08, Company shall not be required to use it its reasonable best efforts to take all action necessary or advisable solicit shareholders to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by hereby (including the CGCL Merger) or applicable case law with respect to fiduciary duties, neither use its reasonable best efforts to obtain the Board of Directors of Requisite Company Shareholder Approval to consummate the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger and the other transactions contemplated herebyMerger.

Company Shareholder Approval. The (a) Immediately after the execution of this Agreement, the Company shall promptly, ---------------------------- after the date of submit this Agreement and in accordance with applicable Law, the transactions contemplated hereby to its shareholders for approval as provided by the VSCA and the Company's ’s Articles of Incorporation and Bylaws. The Company shall solicit immediately, convene a meeting but in any event within three (3) days of its shareholders or solicit written consents to obtain their approval and adoption the signing of this Agreement, Written Consents (“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 Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated by hereby and thereby and to enable the Closing to occur as promptly as practicable. The parties acknowledge and agree that certain of the Company’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, 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 Company materials submitted to the Company’s shareholders have included and shall ensure that include information regarding the shareholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting are solicited, or in the alternative, that written consents are solicited, in compliance with applicable LawCompany, the Company's Articles terms of Incorporation the Merger and Bylaws, this Agreement and all other applicable legal requirements. The Company agrees to use it best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law, unanimous approval and recommendation of the Company's Articles ’s board of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote directors in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by the CGCL or applicable case law with respect to fiduciary dutiesMerger, neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of and adopt and approve this Agreement, the Merger other documents contemplated hereby and the other transactions contemplated herebyhereby and thereby. Prior to the distribution of such materials or any amendment or supplement thereto, Buyer and its counsel shall be provided copies of any materials not produced or provided by Buyer for such purpose and shall be provided a reasonable opportunity to review and comment thereon.

Company Shareholder Approval. The (a) Following the execution of this Agreement, Company shall promptlytake, ---------------------------- after in accordance with applicable Law and the date 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 sixty (60) days following the time when the Registration Statement becomes effective, 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 any other matters required to be approved by Company’s shareholders in accordance with applicable Law, the Company's Articles order to permit consummation of Incorporation and Bylaws, convene a meeting of its shareholders or solicit written consents to obtain their approval and adoption of this Agreement, the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Company Meeting”), and shall, subject to Section 5.10 and the last sentence of this Section 5.04(a), use its reasonable best efforts to solicit such approval by such shareholders. Subject to Section 5.10 and the last sentence of this Agreement. The 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 shareholders' meeting Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the shareholders' meeting Company Meeting are solicited, or in the alternative, that written consents are solicited, solicited in compliance with applicable Lawthe FBCA, the Company's Articles of Incorporation and Bylaws, Bylaws of Company and all other applicable legal requirements. The Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company agrees shareholders at the Company Meeting. If the Company Board changes the Company Recommendation in accordance with Section 5.10, Company shall not be required to use it its reasonable best efforts to take all action necessary or advisable solicit shareholders to secure the necessary votes required by applicable Law, the Company's Articles of Incorporation and Bylaws to effect the Merger. The Board of Directors of the Company shall recommend that the Company Shareholders vote in favor of and adopt and approve this Agreement and vote in favor of and approve the Merger and the other transactions contemplated hereby. Except as may be required by hereby (including the CGCL Merger) or applicable case law with respect to fiduciary dutiesuse its reasonable best efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger; provided, neither however, that for the Board avoidance of Directors of the Company nor any committee thereof doubt, nothing in this sentence shall withdraw, amend or modify, or propose or resolve limit Company’s obligation to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company ensure that the Company Shareholders vote in favor Meeting is called, noticed, convened, held and ultimately conducted for purposes of considering and adopt and approve voting upon the approval of this Agreement, the Merger Agreement and the other transactions contemplated herebyhereby (including the Merger).