Covenants of ValliCorp. 46 (a) Approval by ValliCorp's Shareholders ............. 46 (b) Shareholder Lists and Other Information .......... 46 (c)
Covenants of ValliCorp. (a) Approval by ValliCorp's Shareholders. ValliCorp shall cause the Merger, this Agreement and the Plan of Merger to be submitted promptly for the approval of its shareholders at a regular or special meeting to be called and held in accordance with applicable laws. ValliCorp shall use all commercially reasonable efforts to cause such meeting of its shareholders to take place not later than March 17, 1997. ValliCorp and WABC shall coordinate and cooperate with respect to the timing of said meeting and the date on the same day on which WABC holds its shareholder meeting. In connection with the call of such meeting, ValliCorp shall cause the Proxy Statement to be mailed to its shareholders. Subject to Section 5.2(h) herein, Section 5 of the Securities Act and Section 14 of the Exchange Act, the Board of Directors of ValliCorp shall at all times prior to and during such meeting of ValliCorp shareholders recommend that the transactions contemplated hereby be adopted and approved by the ValliCorp shareholders and, subject to such matters, use its commercially reasonable efforts to cause such adoption and approval. At the time of execution and delivery of this Agreement, individual members of the Board of Directors of ValliCorp shall have delivered to WABC a Shareholder Agreement substantially in the form attached hereto as Exhibit 5.2(a). Except with the prior approval of WABC and except for the election of directors and the ratification of the selection of independent auditors at a regular meeting, neither ValliCorp nor any member of its Board of Directors shall, at the ValliCorp shareholders' meeting, submit any other matters for approval of its shareholders.
