Common use of Fairness Hearing and Permit Clause in Contracts

Fairness Hearing and Permit. As promptly as practicable after --------------------------- the execution of this Agreement, Target and Acquiror shall prepare, and Acquiror shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended. As soon as the Commissioner issues a permit for the issuance of the shares of Acquiror Common Stock pursuant to the Merger (the "Permit"), Target shall mail the Hearing Notice to all shareholders of Target entitled to receive such notice under California Law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall promptly inform Acquiror of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors in favor of the Agreement of Merger and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. The parties shall use their respective commercially reasonable efforts to have the Permit issued under the California Law as promptly as practicable after the filing of the Permit Application and shall fully cooperate with each other in good faith to assist in such efforts.

Fairness Hearing and Permit. As promptly as practicable after --------------------------- the execution of this Agreement, Target and Acquiror shall prepare, and Acquiror shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended. As soon as permitted by the Commissioner issues a permit for the issuance of the shares of Acquiror Common Stock pursuant to the Merger (the "Permit")Commissioner, Target shall mail the Hearing Notice to all shareholders stockholders of Target entitled to receive such notice under California Delaware Law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target each party shall promptly inform Acquiror the other of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to shareholders stockholders of Target, such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement of Merger and the Merger and the conclusion of the Board of Directors of Target that the terms and conditions of the Merger are fair and reasonable to the shareholders stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. The parties If the Commissioner informs Acquiror or Target of its determination not to (A) grant the Hearing, (B) permit the mailing of the Notice of Hearing or (C) issue the Permit, Target and Acquiror shall prepare, and Acquiror shall file with the SEC the Registration Statement, which shall comply in form with applicable SEC requirements and shall use their respective commercially all reasonable efforts to have cause the Permit issued under Registration Statement to become effective as soon thereafter as practicable. Acquiror will notify Target promptly of the California Law as receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement or any other filing or for additional information and will supply Target with copies of all correspondence between Acquiror or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Registration Statement or any other filing, each party shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Target, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement and the Merger and the conclusion of the Board of Directors of Target that the terms and conditions of the Merger are fair and reasonable to stockholders of Target. As soon as practicable after following the filing execution of this Agreement, Target shall take all necessary action to cause Target's Form S-1 to be withdrawn from registration with the Permit Application and shall fully cooperate with each other in good faith to assist in such effortsSEC.

Fairness Hearing and Permit. As promptly as practicable after the --------------------------- Agreement Date, the execution of this Agreement, Target Company and Acquiror Parent shall prepare, and Acquiror Parent shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Corporate Securities Laws Law of 1968, as amended. As soon as the Commissioner issues a permit for the issuance of the shares of Acquiror Parent Common Stock and the other securities of Parent pursuant to the Merger (the "Permit"), Target the Company shall mail the Hearing Notice and the Information Statement to all shareholders Members of Target the Company entitled to receive such notice under California Law. Target The Company and Acquiror Parent will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or of any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target the Company shall promptly inform Acquiror Parent of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to shareholders Members of Targetthe Company, such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors in favor of the Agreement of Merger and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. The parties shall use their respective commercially reasonable efforts to have the Permit issued under the California Law as promptly as practicable after the filing of the Permit Application and shall fully cooperate with each other in good faith to assist in such efforts.

Fairness Hearing and Permit. As promptly All parties hereto acknowledge that Parent intends to issue Parent Common Stock to the Shareholders pursuant to an exemption from the registration requirements of the Securities Act of 1933, as practicable after --------------------------- amended (the execution "Act"), provided by Section 3(a)(10) of this Agreement, Target and Acquiror shall preparethe Act, and Acquiror shall file with the Commissioner, the Permit Application and a request that in order to qualify for the Hearing such exemption Parent must apply to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Corporate Securities Laws Commissioner of 1968, as amended. As soon as the Commissioner issues Corporations for a permit for the issuance of the shares of Acquiror Common Stock pursuant to the Merger (the "Permit"), Target shall mail the Hearing Notice to all shareholders of Target entitled to receive such notice under California Law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, which may only be issued after a public hearing on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall promptly inform Acquiror fairness of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to shareholders of Target, such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors in favor of the Agreement of Merger and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair (the "Fairness Hearing"). Within fifteen (15) days from the date of this Agreement, Parent at its sole cost and reasonable expense and with the full cooperation and assistance of the Company, shall prepare an Application for Qualification of Securities by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended, a related Notice of Hearing and a proxy statement (to the shareholders of Target. Anything extent required) and other disclosure materials (the "Disclosure Document") to be supplied to the contrary contained herein notwithstanding, Target shall not include Shareholders of the Company in connection with the Information Statement any information with respect to Acquiror or its affiliates or associatestransactions contemplated hereby (collectively, the form "Hearing Documents"). Within said fifteen (15) day period, Parent shall cause to be filed, at its sole cost and content expense and with the full cooperation of which information shall not have been approved by Acquiror prior to such inclusion. The parties shall use their respective commercially reasonable efforts to have the Permit issued under Company, the Disclosure Document and the Hearing Documents with the California Law as promptly as practicable after Department of Corporations and request a hearing on the filing fairness of the Permit Application Merger pursuant to Section 25132 of such California Corporate Securities Law. Parent and shall fully cooperate with each other the Company will thereafter endeavor in good faith to assist obtain a finding of fairness and the issuance of a permit to such effect by the California Department of Corporations as a result of such hearing, but they shall in no event be required to alter the terms of the Merger in order to obtain such effortsfinding and issuance. All parties hereto shall proceed expeditiously and cooperate fully in making available all information necessary to complete the Permit application and to participate as may be necessary or appropriate at the Fairness Hearing.