Common use of Fairness Hearing Clause in Contracts

Fairness Hearing. As promptly as practicable after the execution of this Agreement, 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 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 transactions contemplated herein, including, but not limited to the consideration to be received by the FCBS Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, CVB Parent and FCBS shall preparethe Company agree to use their respective reasonable best efforts to take, 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 or cause to be held by the Corporations Commissioner taken, all actions and to consider the termsdo, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit or cause to be filed with the Corporations Commissioner in connection with the Hearing done, all things necessary, proper or advisable (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 subject to any of applicable laws) to consummate and make effective 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. FCBS hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, Merger as promptly as practicable including, but not limited to (i) the consideration prompt preparation and filing with the Commissioner of the documents required by the CSL including, but not limited to, any required Application, request for a hearing ("HEARING REQUEST") or notice of a hearing ("HEARING NOTICE") pursuant to Sections 25121 and 25142 of the CSL (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 received by filed to consummate the FCBS Shareholders following consummation Merger and the taking of such transactions actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and agrees not (ii) the satisfaction of the other parties' conditions to object 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 Notice Materials, as may be required by California Law, at the Hearing earliest practicable date to submit this Agreement, the fairness of such terms Merger, and conditions of the transactions contemplated hereinhereby, to the Company 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.

Fairness Hearing. As promptly as practicable after the execution of this Agreement, CVB and FCBS shall prepareParent shall, and CVB shall file with the Corporations Commissioner; (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 Corporations Commissioner to consider the terms, conditions Information Statement and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit cause them to be filed with the Commissioner of the California Department of Corporations Commissioner in connection with the Hearing (the “Permit Application”"Commissioner"). 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 Corporations Commissioner, or its staff or any other government officials, shall request a hearing 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 transactions Merger, the partial assumption of the Company Options and the issuance of the Parent Common Stock as contemplated hereinby this Agreement pursuant to Section 25142 of the California Corporate Securities Law of 1968, includingas amended, but 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 limited be required to modify any of the consideration terms of the Merger or this Agreement or any Ancillary Agreement in order to be received by cause the FCBS Shareholders following consummation of such transactions and agrees not Commissioner to object at the Hearing 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 hereinhereby at such hearing.

Fairness Hearing. As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, CVB Parent and FCBS shall preparethe Company agree to use their respective reasonable best efforts to take, 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 or cause to be held by the Corporations Commissioner taken, all actions and to consider the termsdo, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit or cause to be filed with the Corporations Commissioner in connection with the Hearing done, all things necessary, proper or advisable (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 subject to any of applicable laws) to consummate and make effective 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. FCBS hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, Merger as promptly as practicable including, but not limited to (i) the consideration 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 received by filed to consummate the FCBS Shareholders following consummation Merger and the taking of such transactions actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and agrees not (ii) the satisfaction of the other parties' conditions to object 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 Hearing earliest practicable date to submit this Agreement, the fairness of such terms Merger, and conditions of the transactions contemplated hereinhereby, 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.

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

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

Fairness Hearing. 8.3.1 As promptly as practicable after the execution of this Agreement, CVB and FCBS 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, FCBS Granite shall mail the Hearing Notice to all FCBS Granite Shareholders entitled to receive such notice. CVB and FCBS 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 Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. FCBS hereby confirms Whenever any event occurs that it has evaluated is required to be set forth in an amendment or supplement to the fairness Proxy Statement or any other filing, 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 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 transactions contemplated herein, including, but not limited Merger are fair and reasonable to the consideration to be received by the FCBS Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated hereinGranite Shareholders.

Fairness Hearing. (a) As promptly soon as practicable after the execution of this Agreement, CVB and FCBS in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, and CVB shall file with the Corporations Commissioner; cooperation of the Vianeta, the application for permit (ithe "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 Corporations California 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 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 this Agreement and the transactions contemplated herein, including, but not limited to the consideration to be received by the FCBS Shareholders following consummation of such transactions Merger and agrees not to object at the Hearing to 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 hereinhereby (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 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.

Fairness Hearing. 8.4.1 As promptly as practicable after the execution of this Agreement, CVB and FCBS 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 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 Commissioner of Corporations Commissioner in connection with the Hearing (the “"Permit Application”"). As soon as permitted by the Corporations CommissionerCommissioner of Corporations, FCBS Kaweah shall mail the Hearing Notice to all FCBS Kaweah Shareholders entitled to receive such notice. CVB and FCBS Kaweah will notify each other promptly of the receipt of any comments from the Corporations 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. FCBS 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 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 transactions contemplated herein, including, but not limited to the consideration to be received by the FCBS Kaweah Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.