Common use of Fairness Hearing Clause in Contracts

Fairness Hearing. As promptly as practicable after the execution of this Agreement, Parent shall, with the cooperation of the Company, prepare the Permit Application and the Information Statement and cause them to be filed with the Commissioner of the California Department of Corporations (the "Commissioner"), and shall request a hearing on the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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) As promptly soon as practicable after the execution of this Agreement, and in any event within ten (10) days hereof, (i) Holdings and Parent shallshall prepare, with the cooperation of the CompanyVianeta, prepare the application for permit (the "Permit Application Application") in connection with the Hearing (as defined below) and the Information Statement notice sent to the Vianeta security holders pursuant to, and cause them to be filed with meeting the Commissioner requirements of Article 2 of Subchapter 1 of the California Department of Corporations Administrative Code, Title 10, Chapter 3, Subchapter 2, as amended (the "CommissionerHearing Notice"), and shall request a concerning the hearing on (the fairness of "Hearing") held by the California Commissioner to consider the terms and conditions of the Merger, the partial assumption of the Company Options this Agreement and the issuance Merger and the fairness of the Parent Common Stock as contemplated by this Agreement 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 its reasonable best efforts to cause 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 Commissioner thereunder. Parentproviding party or its counsel, Merger Sub 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 Company each Information Statement. The Information Statement shall utilize all commercially reasonable efforts constitute a disclosure document for the offer and cooperate with one another issuance of the shares of common stock of Holdings to obtain as promptly as practicable 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 the fairness Corporations (the "Fairness ApprovalCalifornia Commissioner") of or its staff and/or any other government officials. Anything to the Mergercontrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the partial assumption form and content of the Company Options and the terms and conditions of the issuance of the which information shall not have been approved by Parent Common Stock as contemplated by this Agreement after prior to such a hearinginclusion; provided, however, that Parent shall not be withhold approval of any information required to modify 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 filed with the California Commissioner, 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 respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act (the "Permit"). (c) 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 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 terms 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 hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or this Agreement state securities laws. (d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, 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 Ancillary Agreement material fact required to be stated therein or necessary in order to make the statements therein, in light of the 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 comply with applicable law. 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 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 be obtained, in time to permit the 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 Commissioner issuance of the shares of common stock of Holdings to approve be issued in the fairness 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 such terms and conditions except for such modification as would not materially increase the aggregate consideration payable all jurisdictions which are applicable to the holders of Company Capital Stock or Company Options or would not change the terms and conditions of this Agreement in any material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination issuance of the Shareholder Support Agreements, such termination common stock of Holdings in connection with the Merger. Vianeta shall not constitute a change use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of a material term or condition all jurisdictions which are applicable in connection with the issuance of this Agreement. The Company shall promptly notify Parent if common stock of Holdings in connection with the Company becomes aware that one of its shareholders intends to dissent or object to the Merger and the transactions contemplated hereby at such hearingMerger.

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, Parent shallABD and GBB shall prepare, and GBB shall file with the cooperation Commissioner of Corporations, (i) the notice meeting the requirements of the CompanyCalifornia Code of Regulations, prepare Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the Permit Application "Hearing Notice"), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the Information Statement and cause them 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 California Department of Corporations Hearing (the "CommissionerPermit 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 Commissioner of Corporations, 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 proxy statement or any other filing, each party shall request a hearing on 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 the ABD Shareholders, such amendment or supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and the Merger 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 Mergertransactions contemplated herein, including, but not limited to the partial assumption consideration to be received by the ABD Shareholders following consummation of such transactions and agrees not to object at the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant Hearing to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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 hearingherein.

Fairness Hearing. 8.3.1 As promptly as practicable after the execution of this Agreement, Parent shallCVB and Granite shall prepare, and CVB shall file with the cooperation Corporations Commissioner; (i) the notice meeting the requirements of the CompanyCalifornia Code of Regulations, prepare Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the Permit Application “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the Information Statement transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and cause them (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 California Department receipt of any comments from the Corporations (Commissioner or its staff and of any request by the "Commissioner")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 Corporations 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 Proxy Statement or any other filing, each party shall request a hearing on 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 the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement and the Merger 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 Mergertransactions contemplated herein, including, but not limited to the partial assumption consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant Hearing to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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 hearingherein.

Fairness Hearing. As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, Parent shall, with the cooperation of the Company, prepare the Permit Application and the Information Statement and Company agree to use their respective reasonable best efforts to take, or cause them to be filed 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 California Department documents required by the CSL including, but not limited to, any required Application, request for a hearing ("HEARING REQUEST") or notice of Corporations a hearing ("HEARING NOTICE") pursuant to Sections 25121 and 25142 of the CSL (collectively, the "CommissionerNOTICE MATERIALS"), and shall request a hearing on in connection with the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options Merger and the issuance of the Parent Common Stock as contemplated Stock, in order to perfect the exemption from registration provided by this Agreement pursuant to Section 25142 3(a)(10) of the California Corporate Securities Law Act and the preparation and filing of 1968all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as amendedare necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the rules satisfaction of the Commissioner thereunderother parties' conditions to Closing. Parent, Merger Sub Each of Parent and the Company each shall utilize all commercially use reasonable efforts to have the Permit Application, Hearing Request and cooperate with one another to obtain Hearing Notice declared effective under the CSL as promptly as practicable after such filing. In addition, Parent and the approval of Company will prepare, and the Commissioner of the fairness Company will distribute, an information statement or proxy statement (the "Fairness ApprovalINFORMATION STATEMENT") of 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 partial assumption of transactions contemplated hereby, to the Company Options and the terms and conditions of the issuance shareholders. Each of the Parent Common Stock as contemplated 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 this Agreement after such a hearing; providedit or its representatives. Notwithstanding the foregoing, howeveror any other covenant herein contained, that Parent shall not be required to modify 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 terms 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 this Agreement to defend against any litigation brought by any third party or any Ancillary Agreement in order Governmental Entity seeking to cause prevent 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination consummation of the Shareholder 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 hearingMerger.

Fairness Hearing. As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, Parent shall, with the cooperation of the Company, prepare the Permit Application and the Information Statement and Company agree to use their respective reasonable best efforts to take, or cause them to be filed 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 California Department documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of Corporations a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the CCC (collectively, the "CommissionerNotice Materials"), and shall request a hearing on in connection with the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options Merger and the issuance of the Parent Common Stock as contemplated Stock, in order to perfect the exemption from registration provided by this Agreement pursuant to Section 25142 3(a)(10) of the California Corporate Securities Law Act and the preparation and filing of 1968all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as amendedare necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the rules satisfaction of the Commissioner thereunderother parties' conditions to Closing. Parent, Merger Sub Each of Parent and the Company each shall utilize all commercially use reasonable efforts to have the Permit Application, Hearing Request and cooperate with one another to obtain Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the approval of Company will prepare, and the Commissioner of the fairness Company will distribute, an information statement or proxy statement (the "Fairness ApprovalInformation Statement") of along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, the partial assumption of the Company Options and the terms and conditions of transactions contemplated hereby, to the issuance Shareholders. Each of the Parent Common Stock as contemplated 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 this Agreement after such a hearing; providedit or its representatives. Notwithstanding the foregoing, howeveror any other covenant herein contained, that Parent shall not be required to modify 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 terms 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 this Agreement to defend against any litigation brought by any third party or any Ancillary Agreement in order Governmental Entity seeking to cause prevent 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination consummation of the Shareholder 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 hearingMerger.

Fairness Hearing. As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, Parent shallthe Parties will use their reasonable best efforts to take, with the cooperation of the Company, prepare the Permit Application and the Information Statement and or cause them to be filed taken, all actions and to do, or cause to be done, all things including filing preparation and filing with the Commissioner of the documents required by the California Department Corporations Code, 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 California Corporations Code (collectively the "CommissionerNotice Materials"), and shall request a hearing on in connection with the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options Merger and the issuance of the Parent Common Stock as contemplated Merger Consideration, in order to perfect the exemption from registration provided by this Agreement pursuant to Section 25142 3(a)(10) of the California Corporate Securities Law Act and the preparation and filing of 1968all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as amendedare necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party of Governmental Entity, and (ii) the rules satisfaction of the Commissioner thereunderother Parties' conditions to Closing. Parent, Merger Sub and the Company each shall utilize all commercially Each Party will use reasonable efforts to have the Permit Application, Hearing Request and cooperate with one another to obtain Hearing Notice declared effective under the California Corporations Code as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Mergerafter such filing. In addition, the partial assumption of parties will prepare, and UC Hub will distribute, an information statement or proxy statement along with the Company Options and the terms and conditions of the issuance of the Parent Common Stock Notice Materials, as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not may be required by California law, at the earliest practicable date to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder Support Agreements, such termination shall not constitute a change of a material term or condition of submit 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 hereby, to the stockholders of UC Hub. Each of the 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 the Parties will be solely responsible for any statement, information or omission in the Notice Materials relating to it or its affiliates upon the written information furnished by it or its representatives. (b) Prior to the Closing, each Party will promptly consult with the other Parties hereto with respect to all filings made by such hearingParty 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 will promptly inform the others of any communication from any Governmental Entity regarding the Merger. If any Party hereto or 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 will promptly notify the other Parties and endeavor in food 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 are required as a result of the execution of this Agreement or consummation of the Merger, UC Hub will use reasonable best efforts to effect such transfers, amendments or modifications.

Fairness Hearing. 8.4.1 As promptly as practicable after the execution of this Agreement, Parent shallCVB and Kaweah shall prepare, and CVB shall file with the cooperation Corporations Commissioner; (i) the notice meeting the requirements of the CompanyCalifornia Code of Regulations, prepare Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the Permit Application "Hearing Notice"), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the Information Statement transactions contemplated hereby pursuant to Section 25142 of the CSL (the "Hearing"); and cause them (ii) the application for permit to be filed with the Commissioner of Corporations in connection with the California Department of Corporations Hearing (the "CommissionerPermit 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 Corporations 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 Proxy Statement or any other filing, each party shall request a hearing on 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 the Kaweah Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Kaweah in favor of the Agreement and the Merger 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 Mergertransactions contemplated herein, including, but not limited to the partial assumption consideration to be received by the Kaweah Shareholders following consummation of such transactions and agrees not to object at the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant Hearing to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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 hearingherein.

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, Parent shallABD and GBB shall prepare, and GBB shall file with the cooperation Commissioner of Corporations, (i) the notice meeting the requirements of the CompanyCalifornia Code of Regulations, prepare Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the Permit Application “Hearing Notice”), concerning the hearing to be held by the Commissioner of Corporations to consider the terms, conditions and fairness of the Information Statement and cause them 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 California Department 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")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 Commissioner of Corporations, 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 proxy statement or any other filing, each party shall request a hearing on 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 the ABD Shareholders, such amendment or supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and the Merger 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 Mergertransactions contemplated herein, including, but not limited to the partial assumption consideration to be received by the ABD Shareholders following consummation of such transactions and agrees not to object at the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant Hearing to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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 hearingherein.

Fairness Hearing. As promptly as practicable after the execution of this Agreement, Parent shallCVB and FCBS shall prepare, and CVB shall file with the cooperation Corporations Commissioner; (i) the notice meeting the requirements of the CompanyCalifornia Code of Regulations, prepare Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the Permit Application “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the Information Statement transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and cause them (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 California Department receipt of any comments from the Corporations (Commissioner or its staff and of any request by the "Commissioner")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 shall request a hearing the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. FCBS hereby confirms that it has evaluated the fairness of the terms and conditions of the Mergertransactions contemplated herein, including, but not limited to the partial assumption consideration to be received by the FCBS Shareholders following consummation of such transactions and agrees not to object at the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant Hearing to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder 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 hearingherein.

Fairness Hearing. (a) As promptly soon as reasonably practicable after following the execution of this Agreement, and, in any event no later than January 8, 2010 (or such later date as mutually agreed between Parent shalland the Representative in good faith), Parent shall prepare, with the reasonable cooperation of the Company, prepare the Permit Application necessary documents, including a permit application and the Information Statement and cause them notice to be filed with Company Stockholders, to apply to obtain a permit (a “California Permit”) from the Commissioner of Corporations of the State of California Department of Corporations (the "“California Commissioner"), and shall request ”) (after a hearing on the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement before such Commissioner) pursuant to Section Sections 25121 and 25142 of the California Corporate Securities Law of 19681968 (the “Fairness Hearing Law”), as amendedso that the issuance of Parent Common Stock in the Merger shall be exempt from registration under the 1933 Act, by virtue of the exemption provided by Section 3(a)(10) thereof, and the rules Company shall prepare, with the reasonable cooperation of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness a related information statement or other disclosure document (the "Fairness Approval"“Information Statement”). (b) of The Information Statement shall constitute a disclosure document for the Merger, the partial assumption of the Company Options offer and the terms and conditions of the issuance of the shares of Parent Common Stock as contemplated to be received by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to 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 in the terms Merger and conditions an information statement for solicitation of stockholder consent with respect to the adoption of this Agreement and the approval of the Merger. The Information Statement shall be accompanied by the notice required by Section 262(d)(2) of the DGCL and 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 action 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, 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 respect; provided furtherfact, that if or omit to state any material fact necessary in order to make the Commissioner determines that the Fairness Approval shall be conditioned upon the termination statements made therein, in light of the Shareholder Support Agreementscircumstances under which they are made, such termination shall not constitute a change of a material term false or condition of this Agreement. misleading. (c) The Company shall promptly notify cooperate with, and provide the information requested by, Parent if in connection with Parent’s application for the California Permit. Whenever any event occurs that is required to be set forth in an amendment or supplement to the permit application or Information Statement, the Company becomes aware that one 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 its shareholders intends the Company, will respond to dissent or object any comments from the California Department of Corporations and Parent and the 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 filing. Each of Parent and the Company agrees to provide promptly to the Merger 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 under the Fairness Hearing Law for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in preparation of the Information 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 Information Statement to comply with all requirements of applicable federal and state securities Laws. In the event that, after working in good faith and 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 the transactions contemplated hereby at such hearinghereunder, Parent shall issue to the Company a notice (the “Election Notice”) that it is abandoning the process and will instead elect one of the alternatives contemplated by Section 2.17(b), subject to the conditions set forth in Section 2.17(b).