Common use of Fairness Hearing Clause in Contracts

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, 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 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 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.

Fairness Hearing. (a) As promptly as practicable after Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, ABD Parent and GBB shall preparethe Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and GBB shall file with to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Commissioner of CorporationsMerger as promptly as practicable including, but not limited to (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 prompt preparation 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 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 promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations the documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or its staff or any other government officials, and/or mailing notice of a hearing ("Hearing Notice") pursuant to the ABD Shareholders, such amendment or supplement. The proxy statement shall include the recommendation Sections 25121 and 25142 of the Board of Directors of ABD CCC (collectively, the "Notice Materials"), in favor of the Agreement and connection with the Merger and the conclusion issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Board Securities Act and the preparation and filing of Directors all other forms, registrations and notices required to be filed to consummate the Merger and the taking of ABD that 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 terms and conditions satisfaction of the Merger are fair 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 ABD Shareholders. Anything Each of the Parent and the Company will promptly provide all information relating to the contrary contained herein notwithstanding, ABD shall not include their respective business and operations necessary for inclusion in the proxy statement 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 information with respect statement, information, or omission, in the Notice Materials relating to GBB it or its affiliates based upon the written information furnished by it or associatesits 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 form and content Company or any material portions thereof or any of which information shall not have been approved by GBB prior to such inclusionthe businesses, product lines, properties or assets of the Company.

Fairness Hearing. (a) 8.3.1 As promptly as practicable after the execution of this Agreement, ABD CVB and GBB Granite shall prepare, and GBB CVB shall file with the Commissioner of Corporations, 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 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 Corporations Commissioner of Corporations in connection with the Hearing (the “Permit Application”). As soon as permitted by the Commissioner of CorporationsCorporations Commissioner, ABD Granite shall mail the Hearing Notice to all ABD Granite Shareholders entitled to receive such notice. ABD CVB and GBB Granite will notify each other promptly of the receipt of any comments from the Corporations Commissioner of Corporations or its staff and of any request by the Corporations 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 CorporationsCorporations 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 Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Corporations Commissioner of Corporations or its staff or any other government officials, and/or mailing to the ABD Granite Shareholders, such amendment or supplement. The proxy statement Proxy Statement shall include the recommendation of the Board of Directors of ABD Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of ABD Granite that the terms and conditions of the Merger are fair and reasonable to the ABD Granite 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.

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, ABD CVB and GBB FCBS shall prepare, and GBB CVB shall file with the Commissioner of Corporations, 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 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 Corporations Commissioner of Corporations in connection with the Hearing (the “Permit Application”). As soon as permitted by the Commissioner of CorporationsCorporations Commissioner, ABD FCBS shall mail the Hearing Notice to all ABD FCBS Shareholders entitled to receive such notice. ABD CVB and GBB FCBS will notify each other promptly of the receipt of any comments from the Corporations Commissioner of Corporations or its staff and of any request by the Corporations 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 CorporationsCorporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs FCBS hereby confirms that is required to be set forth in an amendment or supplement to it has evaluated the proxy statement or any other filing, each party shall promptly inform the other fairness 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 transactions contemplated herein, including, but not limited to the ABD Shareholders. Anything consideration to be received by the FCBS Shareholders following consummation of such transactions and agrees not to object at the Hearing to the contrary contained herein notwithstanding, ABD shall not include in fairness of such terms and conditions of 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 inclusiontransactions contemplated herein.

Fairness Hearing. (a) 8.4.1 As promptly as practicable after the execution of this Agreement, ABD CVB and GBB Kaweah shall prepare, and GBB CVB shall file with the Commissioner of Corporations, 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, ABD Kaweah shall mail the Hearing Notice to all ABD Kaweah Shareholders entitled to receive such notice. ABD CVB and GBB Kaweah 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 Corporations 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 CorporationsCorporations 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 Proxy Statement or any other filing, 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 the ABD Kaweah Shareholders, such amendment or supplement. The proxy statement Proxy Statement shall include the recommendation of the Board of Directors of ABD Kaweah in favor of the Agreement and the Merger and the conclusion of the Board of Directors of ABD Kaweah that the terms and conditions of the Merger are fair and reasonable to the ABD Kaweah Shareholders. Anything Kaweah hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the contrary contained herein notwithstanding, ABD shall consideration to be received by the Kaweah Shareholders following consummation of such transactions and agrees not include in to object at the proxy statement any information with respect Hearing to GBB or its affiliates or associates, the form fairness of such terms and content conditions of which information shall not have been approved by GBB prior to such inclusionthe transactions contemplated herein.

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, ABD and GBB shall prepareParent shall, and GBB shall file with the Commissioner of Corporations, (i) the notice meeting the requirements cooperation of the California Code of RegulationsCompany, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (prepare the “Hearing Notice”), concerning Permit Application and the hearing to be held by the Commissioner of Corporations to consider the terms, conditions Information Statement and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); (ii) the application for permit cause them to be filed with the Commissioner of the California Department of Corporations in connection with the Hearing (the “Permit Application”"Commissioner"). As soon as permitted by the Commissioner of Corporations, ABD and 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, a hearing on the one hand, and the Commissioner fairness 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 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, 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 are fair 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 ABD Shareholdersholders 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. Anything The Company shall promptly notify Parent if the Company becomes aware that one of its shareholders intends to dissent or object to the contrary contained herein notwithstanding, ABD shall not include in Merger and 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 transactions contemplated hereby at such inclusionhearing.

Fairness Hearing. (a) As promptly as practicable after Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, ABD Parent and GBB shall preparethe Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and GBB shall file 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 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 documents required by the Commissioner CSL including, but not limited to, any required Application, request for a hearing ("HEARING REQUEST") or notice of Corporations to consider the terms, conditions and fairness of the transactions contemplated hereby a hearing ("HEARING NOTICE") pursuant to Section Sections 25121 and 25142 of the CSL (collectively, the “Hearing”"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 application for permit satisfaction of the other parties' conditions to be filed 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 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 STATEMENT") along with the Commissioner of Corporations in connection with Notice Materials, as may be required by California Law, at the Hearing (earliest practicable date to submit this Agreement, the “Permit Application”)Merger, and the transactions contemplated hereby, to the Company shareholders. 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 Each of the receipt 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 comments from statement, information, or omission, in the Commissioner of Corporations Notice Materials relating to it or its staff and of any request affiliates based upon the written information furnished by the Commissioner of Corporations it or its staff representatives. Notwithstanding the foregoing, or any other government officials for amendments covenant herein contained, Parent shall not be required to divest or supplements 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 documents filed therewith businesses, product lines, properties 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 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 assets 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 inclusionCompany.

Fairness Hearing. (a) As promptly as practicable after the execution of this Agreement, 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 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 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.

Fairness Hearing. (a) As promptly soon as practicable after the execution of this Agreement, ABD and GBB shall prepare, and GBB shall file with the Commissioner of Corporationsin 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 notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Code of RegulationsAdministrative Code, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “"Hearing Notice”"), concerning the hearing to be (the "Hearing") held by the California Commissioner of Corporations to consider the terms, terms and conditions of this Agreement and the Merger and the fairness of the transactions contemplated hereby such terms and conditions pursuant to Section 25142 of the CSL California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (the “Hearing”"California Securities Law"); , and (ii) the application for permit to be filed Vianeta shall prepare, with the Commissioner cooperation of Corporations in connection with Parent, an information statement relating to this Agreement and the Hearing transactions contemplated hereby (the “"Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application”). As soon as permitted by the Commissioner of Corporations, ABD shall mail the Hearing Notice and the Information Statement to comply with all ABD Shareholders entitled requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to receive the other such notice. ABD information concerning its business and GBB will notify each other promptly financial statements and affairs as, in the reasonable judgment of the receipt of any comments from the Commissioner of Corporations providing party or its staff and of counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any request by the Commissioner of Corporations or its staff or any other government officials for amendments or supplements thereto, and to any cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation 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 representativesPermit Application, on the one hand, Hearing Notice and the Commissioner Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of Corporations, or its staff or any other government officials, on the other hand, with respect shares of common stock of Holdings to be received by the filingVianeta 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 proxy statement or any other filingInformation Statement, each party Vianeta, Holdings and Parent shall promptly inform the other of such occurrence and 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 or and/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 Vianeta shall not include in the proxy statement Information Statement any information with respect to GBB Parent or its affiliates or associates, the form and content of which information shall not have been approved by GBB 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.