Common use of Fairness Hearing Clause in Contracts

Fairness Hearing. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent and the Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As soon as reasonably practicable following the Closing, upon the terms and subject to the conditions execution of this Agreement, and, in any event no later than January 8, 2010 (or such later date as mutually agreed between Parent and the Representative in good faith), Parent shall prepare, with the reasonable cooperation of the Company, the necessary documents, including a permit application and notice to Company agree Stockholders, to use their respective reasonable best efforts apply to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable obtain a permit (subject to any applicable lawsa “California Permit”) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with from the Commissioner of Corporations of the documents required by State of California (the CCC including, but not limited to, any required Permit Application, request for “California Commissioner”) (after a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice"before such Commissioner) pursuant to Sections 25121 and 25142 of the CCC California Corporate Securities Law of 1968 (collectively, the "Notice Materials"“Fairness Hearing Law”), in connection with the Merger and so that the issuance of Parent Common StockStock in the Merger shall be exempt from registration under the 1933 Act, in order to perfect by virtue of the exemption from registration provided by Section 3(a)(10) thereof, and the Company shall prepare, with the reasonable cooperation of Parent, a related information statement or other disclosure document (the “Information Statement”). (b) The Information Statement shall constitute a disclosure document for the offer and issuance of the Securities Act shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of stockholder consent with respect to the adoption of this Agreement and the preparation approval of the Merger. The Information Statement shall be accompanied by the notice required by Section 262(d)(2) of the DGCL and filing shall include the unanimous recommendation of the board of directors of the Company (a) for the adoption of this Agreement and the approval and adoption of the Transactions by the Stockholders and (b) against the exercise of Appraisal Rights in connection with the Merger. Following the distribution of the Information Statement and the issuance of the California Permit, the board of directors of the Company shall further take all reasonable and lawful action to solicit and obtain such approval and take all other formsaction necessary or advisable to secure the vote or consent of the Stockholders required by Applicable Law and the Company Charter. Each party agrees that information supplied by such party for inclusion in the Information Statement will not, registrations on the date the Information Statement is first sent or furnished to the Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. (c) The Company shall cooperate with, and notices provide the information requested by, Parent in connection with Parent’s application for the California Permit. Whenever any event occurs that is required to be filed set forth in an amendment or supplement to consummate the Merger permit application or Information Statement, the Company and Parent shall cooperate in delivering any such amendment or supplement to all Company Stockholders and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials. Parent, with the reasonable cooperation of the Company, will respond to any comments from the California Department of Corporations and Parent and the taking of Company shall work together in good faith and use their commercially reasonable efforts to have the California Permit granted as soon as practicable after such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closingfiling. Each of Parent and the Company shall use agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable efforts to have judgment of the Permit Applicationproviding party or its counsel, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Lawor appropriate under the Fairness Hearing Law for inclusion in the Information Statement, at the earliest practicable date to submit this Agreement, the Mergeror in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the transactions contemplated hereby, to other’s counsel and auditors in preparation of the ShareholdersInformation Statement. Each of the Company and Parent shall use its commercially reasonable efforts to cause the above-referenced documents, including the permit application, the hearing notice and the Company will promptly provide all information relating Information Statement to their respective business and operations necessary for inclusion in the Notice Materials to satisfy comply with all requirements of applicable federal and state securities Laws. In the event that, after working in good faith and federal securities laws. Each with commercially reasonable efforts to obtain the California Permit, Parent determines that it is not able to receive the California Permit under terms that permit the timely close of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein containedtransactions contemplated hereunder, Parent shall not be required issue to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any a notice (the “Election Notice”) that it is abandoning the process and will instead elect one of the businessesalternatives contemplated by Section 2.17(b), product lines, properties or assets of the Company. (b) Prior subject to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity conditions set forth in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modificationsSection 2.17(b). (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to 8.4.1 As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent CVB and Kaweah shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "Hearing Notice"), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the "Hearing"); and (ii) the application for permit to be filed with the Commissioner of Corporations in connection with the Hearing (the "Permit Application"). As soon as permitted by the Commissioner of Corporations, Kaweah shall mail the Hearing Notice to all Kaweah Shareholders entitled to receive such notice. CVB and Kaweah will notify each other promptly of the receipt of any comments from the Commissioner of or its staff and of any request by the Corporations 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 Company agree to use their respective reasonable best efforts to takeCorporations Commissioner, or cause 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 takenset forth in an amendment or supplement to the Proxy Statement or any other filing, all actions each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations or its staff or any other government officials, and/or mailing to dothe Kaweah Shareholders, such amendment or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Kaweah in favor of the Agreement and make effective the Merger as promptly as practicable and the conclusion of the Board of Directors of Kaweah that the terms and conditions of the Merger are fair and reasonable to the Kaweah Shareholders. Kaweah hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required consideration to be received by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking Kaweah Shareholders following consummation of such actions as are necessary transactions and agrees not to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, object at the earliest practicable date Hearing to submit this Agreement, the Merger, fairness of such terms and conditions of the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companyherein. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent ABD and GBB shall prepare, and GBB shall file with the Commissioner of Corporations, (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); (ii) the application for permit to be filed with the Commissioner of Corporations in connection with the Hearing (the “Permit Application”). As soon as permitted by the Commissioner of Corporations, ABD shall mail the Hearing Notice to all ABD Shareholders entitled to receive such notice. ABD and GBB will notify each other promptly of the receipt of any comments from the Commissioner of Corporations or its staff and of any request by the Commissioner of Corporations 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 Company agree to use their respective reasonable best efforts to takeCommissioner of Corporations, or cause 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 takenset forth in an amendment or supplement to the proxy statement or any other filing, all actions each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations or its staff or any other government officials, and/or mailing to dothe ABD Shareholders, such amendment or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and make effective the Merger as promptly as practicable and the conclusion of the Board of Directors of ABD that the terms and conditions of the Merger are fair and reasonable to the ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion. (b) ABD hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required consideration to be received by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking ABD Shareholders following consummation of such actions as are necessary transactions and agrees not to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, object at the earliest practicable date Hearing to submit this Agreement, the Merger, fairness of such terms and conditions of the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companyherein. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent ABD and GBB shall prepare, and GBB shall file with the Commissioner of Corporations, (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "Hearing Notice"), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the "Hearing"); (ii) the application for permit to be filed with the Commissioner of Corporations in connection with the Hearing (the "Permit Application"). As soon as permitted by the Commissioner of Corporations, ABD shall mail the Hearing Notice to all ABD Shareholders entitled to receive such notice. ABD and GBB will notify each other promptly of the receipt of any comments from the Commissioner of Corporations or its staff and of any request by the Commissioner of Corporations 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 Company agree to use their respective reasonable best efforts to takeCommissioner of Corporations, or cause 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 takenset forth in an amendment or supplement to the proxy statement or any other filing, all actions each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations or its staff or any other government officials, and/or mailing to dothe ABD Shareholders, such amendment or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and make effective the Merger as promptly as practicable and the conclusion of the Board of Directors of ABD that the terms and conditions of the Merger are fair and reasonable to the ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion. (b) ABD hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required consideration to be received by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking ABD Shareholders following consummation of such actions as are necessary transactions and agrees not to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, object at the earliest practicable date Hearing to submit this Agreement, the Merger, fairness of such terms and conditions of the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companyherein. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent shall, with the cooperation of the Company, prepare the Permit Application and the Company agree to use their respective reasonable best efforts to take, or Information Statement and cause them to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing filed with the Commissioner of the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing California Department of Corporations ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice MaterialsCommissioner"), in connection with and shall request a hearing on the Merger fairness of the terms and conditions of the Merger, the partial assumption of the Company Options and the issuance of the Parent Common Stock, in order Stock as contemplated by this Agreement pursuant to perfect the exemption from registration provided by Section 3(a)(10) 25142 of the California Corporate Securities Act Law of 1968, as amended, and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction rules of the other parties' conditions to ClosingCommissioner thereunder. Each of Parent Parent, Merger Sub and the Company each shall use utilize all commercially reasonable efforts and cooperate with one another to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC obtain as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and approval of the Company will distribute, an information statement or proxy statement Commissioner of the fairness (the "Information StatementFairness Approval") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, of the Merger, the partial assumption of the Company Options and the transactions contemplated hereby, to terms and conditions of the Shareholders. Each issuance of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statementCommon Stock as contemplated by this Agreement after such a hearing; provided, informationhowever, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, that Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or modify any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation terms of the Merger or this Agreement or any Ancillary Agreement in order to defend against cause the Commissioner to approve the fairness of such terms and conditions except for such modification as would not materially increase the aggregate consideration payable to the holders of Company Capital Stock or Company Options or would not change the terms and conditions of this Agreement in any litigation brought by any third party or Governmental Entity seeking to prevent material respect; provided further, that if the consummation Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the MergerShareholder Support Agreements, such termination shall not constitute a change of a material term or condition of this Agreement. The Company shall promptly notify Parent if the Company becomes aware that one of its shareholders intends to dissent or object to the Merger and the transactions contemplated hereby at such hearing.

Fairness Hearing. (a) Prior to 8.3.1 As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent CVB and Granite shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit to be filed with the Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations 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 Company agree to use their respective reasonable best efforts to takeCorporations Commissioner, or cause 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 takenset forth in an amendment or supplement to the Proxy Statement or any other filing, all actions each party shall promptly inform the other of such occurrence and cooperate in filing with the Corporations Commissioner or its staff or any other government officials, and/or mailing to dothe Granite Shareholders, such amendment or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement and make effective the Merger as promptly as practicable and the conclusion of the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite Shareholders. 8.3.2 Granite hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required consideration to be received by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking Granite Shareholders following consummation of such actions as are necessary transactions and agrees not to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, object at the earliest practicable date Hearing to submit this Agreement, the Merger, fairness of such terms and conditions of the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companyherein. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent and the Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required by the CCC CSL including, but not limited to, any required Permit Application, request for a hearing ("Hearing RequestHEARING REQUEST") or notice of a hearing ("Hearing NoticeHEARING NOTICE") pursuant to Sections 25121 and 25142 of the CCC CSL (collectively, the "Notice MaterialsNOTICE MATERIALS"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC CSL as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information StatementINFORMATION STATEMENT") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the ShareholdersCompany shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to 5.1.1 As soon as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, the Company shall prepare, with the cooperation of Parent and Merger Sub, an information Statement for the holders of Company agree Common Stock and Company Preferred Stock to use their respective reasonable best efforts to take, or cause to be taken, all actions approve this Agreement and to do, or cause to be done, all things necessary, proper or advisable the transactions contemplated hereby (subject to any applicable laws) to consummate the “Information Statement”). The Information Statement shall constitute a disclosure document for the offer and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner issuance of the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance shares of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act Stock and the preparation and filing of all other forms, registrations and notices required Merger Consideration to be filed to consummate the received by such holders. Parent, Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent Sub and the Company shall each use reasonable commercial efforts to have cause the Permit ApplicationInformation Statement to comply with applicable federal and state securities laws requirements. Each of Parent, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent Merger Sub and the Company will prepareagrees to provide promptly to the other such information concerning its business and financial statements and affairs as, and in the Company will distributereasonable judgment of the providing party or its counsel, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary or appropriate for inclusion in the Notice Materials Information Statement, or in any amendments or supplements thereto, and to satisfy all requirements cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent, and Parent and Merger Sub will promptly advise the Company, in writing if at any time prior to the Effective Time either 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 state law. The Information Statement shall contain the recommendation of the Company’s Board of Directors that the holders of Company Common Stock and federal securities lawsCompany Preferred Stock approve the Merger and this Agreement and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are advisable and fair and reasonable to such holders. Each The Company shall not include in the Information Statement any information with respect to the Parent or its Affiliates the form and content of which information shall not have been approved by Parent prior to such inclusion. 5.1.2 As soon as practicable after the execution of this Agreement, and subject to Section 5.1.1, Parent shall prepare, with the cooperation of the Company, the application for issuance of a California permit under Section 25142 of the California Corporations Code (the “California Permit”). Parent, Merger Sub and the Company shall be solely responsible for any statementeach use commercially reasonable efforts to cause such application to comply with the requirements of applicable federal and state laws, information, or omissionand each agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the Notice Materials relating to it reasonable judgment of the providing party or its affiliates based upon the written information furnished by it counsel, may be required or its representatives. Notwithstanding the foregoingappropriate for inclusion in such application, or in any other covenant herein containedamendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of such application. The Company will promptly advise Parent, and Parent and Merger Sub will promptly advise the Company, in writing if at any time prior to the Effective Time it shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement such application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Parent shall not be required to divest or hold separate or otherwise take or commit to take include in such application any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the MergerCompany or its Affiliates the form and content of which information shall not have been approved by the Company prior to such inclusion. 5.1.3 If the California Permit is not issued on or before January 31, 2002, then such party shall promptly notify the other and endeavor in good faith parties will commence registration pursuant to make, or cause to be made, as soon as reasonably practicable and after consultation with Section 5.2. If the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by California Permit is not issued on or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceedingApril 30, 2002, Section 5.2 will apply. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As soon as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent the Company shall prepare, with the cooperation of the Buyer, the Information Statement for the holders of Shares to approve this Agreement and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Buyer Stock to be received by the holders of Shares. The Buyer and the Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of the Buyer and the Company agree to use their respective provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner judgment of the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third providing party or Governmental Entityits counsel, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary or appropriate for inclusion in the Notice Materials Information Statement, or in any amendments or supplements thereto, and to satisfy all requirements cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of applicable state and federal securities lawsthe Information Statement. Each of Parent The Company will promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either 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 recommendation of the Company's Board of Directors and the Stockholders that the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's Board of Directors that the terms and conditions of the Merger are advisable and fair and reasonable to the holders of Shares. The Company shall be solely responsible for any statement, information, or omission, not include in the Notice Materials relating Information Statement any information with respect to it the Buyer or its affiliates based upon or associates, the written form and content of which information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required have been approved by the Buyer prior to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companysuch inclusion. (b) Prior As soon as practicable after the execution of this Agreement, and subject to Section 7.10(a), the Buyer shall prepare, with the cooperation of the Company, the application for the California Permit. The Buyer and the Company shall each use commercially reasonable efforts to cause such application to comply with the requirements of applicable federal and state laws, and agrees to provide promptly to the Closingother such information concerning its business and financial statements and affairs as, each in the reasonable judgment of the providing party shall promptly consult or its counsel, may be required or appropriate for inclusion in such application, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other parties hereto with respect to all filings made by other's counsel and auditors in the preparation of such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement application. The Company will promptly advise the Buyer, and the Merger. Each party hereto Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time it shall promptly inform the other obtain knowledge of any communication from facts that might make it necessary or appropriate to amend or supplement such application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Buyer shall not include in such application any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, Company or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments its affiliates or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Mergerassociates, the form and content of which information shall not have been approved by the Company shall use reasonable best efforts prior to effect such transfers, amendments or modificationsinclusion. (c) Each of Company and Parent shall (i) give If the other party prompt notice of the commencement of any material legal proceeding by California Permit is not issued on or before any court or other governmental body with respect to June 1, 2000, then the Merger or any of the other transactions contemplated by this Agreement parties will proceed without a California Permit, and (ii) keep the other party generally informed as to the status of any such legal proceedingSection 7.11 will apply. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent and the Company agree to Parties will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt including filing preparation and filing with the Commissioner of the documents required by the CCC includingCalifornia Corporations Code, including but not limited to, to any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC California Corporations Code (collectively, collectively the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stockthe Merger Consideration, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or of Governmental Entity, and (ii) the satisfaction of the other partiesParties' conditions to Closing. Each of Parent and the Company shall Party will use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC California Corporations Code as promptly as practicable after such filing. In addition, Parent and the Company parties will prepare, and the Company UC Hub will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Lawlaw, at the earliest practicable date to submit this Agreement, the Merger, Merger and the transactions contemplated hereby, to the Shareholdersstockholders of UC Hub. Each of the Parent and the Company Parties will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall Parties will be solely responsible for any statement, information, information or omission, omission in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall Party will promptly consult with the other parties Parties hereto with respect to all filings made by such party Party with any Governmental Entity or any other information supplied by such party Party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall Party will promptly inform the other others of any communication from any Governmental Entity regarding the Merger. If any party Party hereto or Affiliate any affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall Party will promptly notify the other Parties and endeavor in good food faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partiesParties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall UC Hub will use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As promptly as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, Parent CVB and FCBS shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit to be filed with the Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, FCBS shall mail the Hearing Notice to all FCBS Shareholders entitled to receive such notice. CVB and FCBS will notify each other promptly of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations 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 Company agree to use their respective reasonable best efforts to takeCorporations Commissioner, or cause its staff or any other government officials, on the other hand, with respect to be takenthe filing. FCBS hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required consideration to be received by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking FCBS Shareholders following consummation of such actions as are necessary transactions and agrees not to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Notice Materials, as may be required by California Law, object at the earliest practicable date Hearing to submit this Agreement, the Merger, fairness of such terms and conditions of the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Companyherein. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the status of any such legal proceeding. (d) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent or the Company to commence any litigation against any Person in order to facilitate the consummation of the Merger or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the consummation of the Merger.

Fairness Hearing. (a) Prior to As soon as practicable after the Closing, upon the terms and subject to the conditions execution of this Agreement, and in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the Company agree notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 2, as amended (the "Hearing Notice"), concerning the hearing (the "Hearing") held by the California Commissioner to consider the terms and conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder ("California Securities Law"), and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use their respective its reasonable best efforts to takecause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall 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 Permit Application, the Hearing Notice or 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 Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner. (b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be takenfiled with the California Commissioner, all actions as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to do, or cause to be done, all things necessary, proper or advisable (subject respond to any applicable lawsadditional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to consummate obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and make effective the Merger as promptly as practicable including, but not limited pursuant to (i) Section 25121 of California Securities Law such that the prompt preparation and filing with the Commissioner issuance of the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice common stock of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "Notice Materials"), Holdings in connection with the Merger and the issuance of Parent Common Stock, in order shall be exempt pursuant to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and from the preparation and filing registration requirements of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction Section 5 of the other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement Securities Act (the "Information StatementPermit") along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications). (c) Each of Company As soon as permitted by the California Commissioner, Vianeta shall deliver by personal delivery or reputable overnight courier the Hearing Notice to all Vianeta securityholders entitled to receive such notice under California Securities Law. Vianeta, Holdings and Parent shall (i) give notify each other promptly of the receipt of any comments from the California Commissioner or its staff and of any request by the California 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 shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body hand, with respect to the Merger filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or any reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the other transactions contemplated by this Agreement and (ii) keep Information Statement in accordance with the other party generally informed as to terms hereof, Vianeta shall not, directly or indirectly, solicit the status vote of any such legal proceedingholder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws. (d) Notwithstanding The information relating to Vianeta, Holdings and Parent included in the foregoingHearing Notice, nothing in this Agreement the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, and at all times subsequent thereto (through and including the Effective Time), contain any untrue statement of a material fact or omit to state any material fact required to be deemed to require Parent stated therein or the Company to commence any litigation against any Person necessary in order to facilitate make the consummation statements therein, in light of the Merger circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to defend against comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any litigation brought by such amendment or supplement to all Vianeta securityholders and/or filing any third party such amendment or Governmental Entity seeking supplement with the California Commissioner or its staff and/or any other government officials. (e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to prevent be obtained, in time to permit the consummation Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act. (f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.