Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Pentegra and Shareholders Dentist shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) The Company and Shareholders Crescent shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Proxy Statement and Crescent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Crescent and the Company shall use all reasonable efforts to have the Registration Statement on Form S-1 declared effective under the Securities Act as promptly as practicable after such filing. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders. Crescent shall also take any action (or other appropriate Formthan qualifying to do business in any jurisdiction in which they are currently not so qualified) required to be filed by Pentegra taken under any applicable state securities laws in connection with its Initial Public Offering the issuance of Common Shares and Crescent Convertible Preferred Shares in the Merger and upon the exercise of the Substitute Options (including the prospectus constituting a part thereofas defined in Section 5.8), the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning the Company and Shareholders the holders of Company Common Stock as may be reasonable reasonably requested in connection with any such action. Company , including information relating to the number of Common Shares and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact Crescent Convertible Preferred Shares required to be stated therein or necessary registered. (b) Each party hereto agrees, subject to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior applicable laws relating to the time each becomes effective under exchange of information, promptly to furnish the Securities Act other parties hereto with copies of 1933. Company written communications (and Shareholders shall furnish Pentegra will memoranda setting forth the substance of all information concerning themselvesoral communications) received by such party, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof), from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby; provided, however, that neither party shall be required to provide the other with copies of individuals' gaming applications and other information provided to gaming regulators with respect thereto. (c) Each of the Company and Crescent will promptly, and in any governmental entity event within twenty business days after execution and delivery of this Agreement, make all filings or submissions as are required under the HSR Act. Each of the Company and Crescent will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submissions necessary under the transactions contemplated HSR Act. Without limiting the generality of the foregoing, each of the Company and Crescent will promptly notify the other of the receipt and content of any inquiries or requests for additional information made by any Governmental Entity in connection therewith and will promptly (i) comply with any such inquiry or request and (ii) provide the Other Agreements other with a description of the information provided to any Governmental Entity with respect to any such inquiry or this Agreementrequest. In addition, each of the Company and Crescent will keep the other apprised of the status of any such inquiry or request.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material mateial fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) The Company and Shareholders Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other Contemplated Transactions as soon as practicable, including preparing and filing as promptly prepare as practicable all documentation to effect all necessary notices, reports and file with other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Securities Exchange Commission Merger or any of the other Contemplated Transactions; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent or Merger Sub ("SEC"i) to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Registration Statement on Form S-1 Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company or any of their respective Affiliates (or other appropriate Formto consent to any sale, or agreement to sell, by any Acquired Company of any of its assets or businesses), (ii) to be filed by Pentegra agree to any material changes or restriction in the operations of any such assets or businesses, or (iii) to contest any Legal Proceeding relating to the Merger or any of the other Contemplated Transactions. Subject to applicable Laws relating to the sharing of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with its Initial Public Offering the Merger and the other Contemplated Transactions (including the prospectus constituting a part thereof, the "Registration Proxy Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out In exercising the transactions contemplated by this Agreement and foregoing right, each of the Company and Shareholders Parent shall act reasonably and as promptly as practicable. (b) The Company and Parent each shall, upon request by the other, furnish the other with all information reasonably requested concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statementitself, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if anyits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra reasonably necessary or advisable in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement. (c) Subject to applicable Law, the Company and Parent each such party shall keep the other apprised of the status of matters relating to completion of the Contemplated Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its subsidiaries Subsidiaries, from any third party or any Governmental Entity with respect to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreementsuch transactions.

Filings; Other Actions. Pentegra, (a) The Investor and the Company will cooperate and Shareholders shall cooperate consult with each other and use reasonable best efforts to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other appropriate Form) documents, and to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws permits, consents, orders, approvals, and authorizations of, or "Blue Sky" permits any exemption by, all third parties and approvals required Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to carry out consummate the transactions contemplated by this Agreement and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements, and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and Shareholders shall furnish authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all information concerning Company and Shareholders as may be reasonable requested in connection with any such actionnotices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. Company and Shareholder represent and warrant that none The Investor shall, not later than 8:00 a.m., New York City time, on Monday, July 12, 2010, make its initial submission to the Federal Reserve of the information materials required to make or documents supplied obtain the First Closing Approvals, and the parties shall use their respective reasonable best efforts to make or obtain all First Closing Approvals not later than July 31, 2010, it being understood and agreed that the failure of the First Closing Approvals to be supplied made or obtained by it specifically for inclusion in such date shall not impose any liability on any party hereto. To the Registration Statementextent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the CBC Act with respect to the transactions contemplated by exhibit or otherwise, will, at this Agreement and shall take commercially reasonable actions to obtain the time non-objection of the Registration Statement and each amendment or supplement thereto, if any, becomes effective Federal Reserve under the Securities Act of 1933CBC Act, contain it being understood that failure to obtain such non-objection shall not impose any untrue statement of a material fact or omit liability on the Investor. The Investor and the Company will each have the right to state any material fact required review in advance, and to be stated therein or necessary to make the statements thereinextent practicable, each will consult with the other, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled each case subject to review the Registration Statement and each amendment thereto, if any, prior applicable laws relating to the time each becomes effective under exchange of information and confidential information related to the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will Investor, all the information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and (other than personal or sensitive information) relating to such other matters as may be reasonable requested by Pentegra party, and any of their respective Affiliates, which appears in connection with the preparation of the Registration Statement and each amendment or supplement theretoany filing made with, or written materials submitted to, any other statement, filing, notice or application made by or on behalf of each such third party or any of its subsidiaries to any governmental entity Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be required to provide any materials to the Company that it deems private or confidential. (b) The Company shall call a meeting of its shareholders, as promptly as practicable after the date hereof, to obtain the Shareholder Approvals, including, without limitation, (i) amending the Certificate of Incorporation to increase the number of authorized shares of Common Stock to 100,000,000, and (ii) approving the issuance of Common Shares and Conversion Shares for purposes of rule 5635 of NASDAQ's listing rules to the Investor and the investors participating in the Other Agreements Private Placements. The Board of Directors shall unanimously recommend (other than the abstentions of Txxxxx X. Xxxxxx, Bxxxxxx X. Xxxxx, Sxxxxx X. Xxxxx, Axxx X. Xxxxx, Ixx Xxxxx and Jxxxxxx X. Xxxxx to the extent they are members of the Board of Directors) to the Company's shareholders that such shareholders provide the Shareholder Approvals, and shall not modify or withdraw such recommendation. In connection with such meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such shareholder approval, and shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders' meeting to be mailed to the Company's shareholders, as promptly as practicable, after clearance by the SEC. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders' meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall, as promptly as practicable, prepare and mail to its shareholders such an amendment or supplement. The Investor and the Company each agree to correct promptly any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investor prior to filing with the SEC or mailing any proxy statement, or any amendment or supplement thereto, and provide the Investor with reasonable opportunity to comment thereon. The directors' recommendation described in this AgreementSection 3.1 shall be included in the proxy statement filed in connection with obtaining such shareholder approval. Immediately upon approval by shareholders of the amendments to the Certificate of Incorporation as described above, the Company shall file a certificate of amendment to duly amend the Certificate of Incorporation to include such amendments. In the event that any of the Shareholder Approvals is not obtained at such shareholders' meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend (other than the abstentions of Txxxxx X. Xxxxxx, Bxxxxxx X. Xxxxx, Sxxxxx X. Xxxxx, Axxx X. Xxxxx, Ixx Xxxxx and Jxxxxxx X. Xxxxx to the extent they are members of the Board of Directors) such Shareholder Approvals at a meeting of its shareholders once in the twelve month period beginning on the Meeting End Date until such approval is obtained or made. "Meeting End Date" means (x) if the Second Closing Date has occurred by October 31, 2010, then February 28, 2011, or (y) if the Second Closing Date has not occurred by October 31, 2010, then the date that is four months after the Second Closing Date.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders Partners shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders Partners shall furnish all information concerning Company Contributor and Shareholders Partners as may be reasonable requested in connection with any such action. Company Contributor and Shareholder Partner represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders Partners shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders Partners shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable (and in any event within thirty (30) Business Days) after the date hereof, the Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Registration Proxy Statement, which shall, subject to Section 5.4, include the Recommendation, and shall use reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement on Form S-1 (or other appropriate Form) as promptly as reasonably practicable after the receipt thereof, and shall cause the definitive Proxy Statement to be filed mailed to the Company’s stockholders promptly following the time the Proxy Statement is cleared by Pentegra the SEC for mailing to the Company’s stockholders (and in any event within ten (10) Business Days of such time). Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its Initial Public Offering staff or as the Company may reasonably request. Subject to applicable Law, prior to filing or mailing the Proxy Statement (including or any amendment or supplement thereto) or responding to any written comments of the prospectus constituting a part thereofSEC staff with respect thereto, the "Registration Statement"). Pentegra Company shall obtain provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response and consider in good faith such comments reasonably proposed by Parent or its counsel for inclusion therein. (b) Subject to the other provisions of this Agreement, the Company shall (i) take all necessary state securities laws action required by the NYSE and the SEC rules and as required by the DGCL and its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders promptly following the mailing of the Proxy Statement for the purpose of obtaining (A) the Required Company Stockholder Vote and (B) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or "Blue Sky" permits and approvals required to carry out the transactions contemplated by such agreement (the “Company Stockholders’ Meeting”), and (ii) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement (it being understood that the foregoing shall not require the Company’s Board of Directors to recommend in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 5.4). The Company shall not, without the prior written consent of Parent, adjourn, recess, postpone or otherwise delay the Company Stockholders’ Meeting; provided, that (x) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Stockholders’ Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or to obtain the Required Company Stockholder Vote (provided that, unless agreed in writing by the Company and Shareholders Parent, all such adjournments, recesses or postponements shall furnish all information concerning be for periods of no more than ten (10) Business Days each) and (y) the Company and Shareholders as may be reasonable requested in connection with adjourn, recess, or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any such action. Company and Shareholder represent and warrant that none required supplement or amendment to the Proxy Statement is provided to the stockholders of the information or documents supplied or to be supplied by it specifically for inclusion Company within a reasonable amount of time in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light advance of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this AgreementStockholders’ Meeting.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Signatory Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Pentegegra, Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement")) and Pentegra shall use its best efforts to obtain an effective date for the Registration Statement. Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders Pentegra shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) The Company and Shareholders shall cooperate to promptly prepare (in consultation with Parent) and file with the Securities Exchange Commission ("SEC") SEC the Registration Proxy Statement, which shall, subject to Section 5.3, include the Recommendation, and shall use reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement on Form S-1 (or other appropriate Form) as promptly as reasonably practicable after the receipt thereof, and shall cause the definitive Proxy Statement to be filed by Pentegra mailed to the Company's shareholders as promptly as reasonably practicable following the filing thereof with the SEC. Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with its Initial Public Offering (including a transaction of the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff or as the Company may reasonably request and the Company shall provide Parent an opportunity to review and Shareholders comment on the Proxy Statement prior to filing or mailing the Proxy Statement and shall furnish all information concerning consider in good faith any comments reasonably proposed by Parent. (b) The Company and Shareholders its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, as the case may be, without providing the other a reasonable opportunity to review and comment on such written communication which comments shall be reasonable requested considered by the filing party in good faith. (c) The Company, on the one hand, and Parent and Merger Sub, on the other hand, will advise the other, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for (A) any amendment or revisions to the Proxy Statement, as the case may be, (B) any receipt of comments from the SEC or its staff on the Proxy Statement, as the case may be, or (C) any receipt of a request by the SEC or its staff for additional information in connection therewith. (d) Subject to the other provisions of this Agreement and as promptly as reasonably practicable following the date of this Agreement, the Company shall (i) take all action required by the IBCL and its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its shareholders after the Proxy Statement is cleared by the SEC for mailing to the Company's shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”), and (ii) subject to a Change of Recommendation in accordance with any such action. Company and Shareholder represent and warrant that none Section 5.3, use reasonable best efforts to solicit from its shareholders proxies in favor of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light approval of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act adoption of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributors and Shareholders Shareholder shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributors and Shareholders Shareholder shall furnish all information concerning Company Contributors and Shareholders Shareholder as may be reasonable requested in connection with any such action. Company Contributors and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributors and Shareholders Shareholder shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributors and Shareholders Shareholder shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) Each of the Investors and the Company will cooperate and Shareholders shall cooperate consult with the others and use best efforts to promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities (and in the case of the Company, also third parties) necessary or advisable to consummate the transactions contemplated by this Agreement. In particular, each of the Investors and the Company will use their best efforts to obtain, and will use their best efforts to help the others obtain, as promptly as practicable, all approvals, authorizations, consents, clearances, expirations or terminations of waiting periods or exemptions required from all necessary Governmental Entities for the transactions contemplated by the Transaction Documents, including, but not limited to, filings and notifications with respect to, and expiration or termination of any applicable waiting period, under the HSR Act and any other applicable competition or merger control laws, and all notices to, filings and registrations with, and approvals, authorizations, consents, clearances or exemptions from, all Governmental Entities referred to on Section 3.3(b) of the Company Disclosure Schedule. Notwithstanding the foregoing, (i) neither Gxxxxxx, Sachs & Co. nor any of its Affiliates shall be required to use efforts to seek or obtain Regulatory Approvals and (ii) the Company shall not be required to seek Regulatory Approvals from those States that require Regulatory Approvals for a Person to hold 25% or more of the then outstanding securities of the Company (but for the avoidance of doubt, shall be required to seek Regulatory Approvals from those states that require Regulatory Approvals for a Person to hold less than 25% of the outstanding securities of the Company) if any Temporary Securities Unit (other than as a whole) shall have been transferred so that all components of such Temporary Security Unit cease to be beneficially owned by the same Person (and each Investor agrees to notify the Company if it transfers any components of a Temporary Securities Unit in any manner that results in any component of a Temporary Securities Unit being beneficially owned in such manner), or if any Investor is in violation of its obligations under Section 1.3(b) hereof. Each of the Investors and the Company will have the right to review in advance, and to the extent practicable each will consult with the Securities Exchange Commission ("SEC") others, in each case subject to applicable Laws relating to the Registration Statement on Form S-1 (exchange of information, with respect to all the information relating to the other parties, and any of their respective subsidiaries, which appears in any filing made with, or other appropriate Form) to be filed by Pentegra written materials submitted to, any third party or any Governmental Entity in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement (including any proxy materials in connection with the Shareholder Approval). In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other parties apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investors and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the other Transaction Documents, other than any communications received by an Investor from, or delivered by an Investor to, the Internal Revenue Service (the “IRS”) (and Shareholders other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity and other than in respect of routine audits or ordinary course communications which could not reasonably be expected to be material to the Company). Each party shall furnish all information concerning execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. Notwithstanding anything to the contrary in this Agreement, neither any Investor nor its Affiliates shall be obligated to make (or offer to make) any divestiture of, or otherwise limit (or offer to limit) Investor’s or its Affiliates’ freedom of action with respect to, Investor’s or its Affiliates’ assets or businesses presently owned or hereafter acquired. (b) The Investors and the Company shall not, and Shareholders as shall not permit any of their Subsidiaries or Affiliates to, acquire or agree to acquire by merger or consolidation, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that would delay or make materially more difficult the obtaining of any approvals, authorizations, consents, clearances, expirations or terminations of waiting periods or exemptions approval or authorization required under the HSR Act or the German Antitrust Act for the transactions contemplated by the Transaction Documents. Notwithstanding anything herein to the contrary, Gxxxxxx, Sxxxx & Co. and its affiliates may engage in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business. (c) The Company agrees to use its best efforts to obtain the Shareholder Approval. In connection with the foregoing, the Company shall call and hold a meeting of its stockholders to seek Shareholder Approval prior to the Outside Date, and file with the SEC a proxy statement and shall use its best efforts to solicit proxies in favor of Shareholder Approval, and shall use its best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be reasonable requested mailed to the Company’s shareholders. The Board of Directors shall unanimously recommend Shareholder Approval and such unanimous recommendation shall be included in each proxy statement filed with the SEC and disseminated to Company shareholders in connection with any such actionshareholder meeting (such recommendations, the “Company Board Recommendation”), except that the Board of Directors may withdraw or modify such recommendation, and cease exercising the efforts described above (but shall continue to be required to call and hold the shareholder meeting or meetings for the purpose of obtaining Shareholder Approval and to solicit proxies with respect to such meeting), if the Board of Directors determines, in good faith, after consultation with outside legal counsel, that such action is required for the Board of Directors to comply with its fiduciary duties to the Company’s shareholders under applicable Law. The Company and Shareholder represent and warrant that none shall notify the Investors promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investors with copies of all correspondence between the Company or documents supplied any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be supplied set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Investors and the Company agree promptly to correct any information provided by it specifically or on its behalf for inclusion use in the Registration Statementproxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by exhibit applicable laws and regulations. The Company shall provide each of the Investors with drafts of each such proxy statement, or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, and consult with each of the Investors regarding the same, in each case, prior to filing or mailing the same. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the first two sentences of this Section 3.1(c) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Transaction Proposal (as defined below) or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of the Company Board Recommendation. In the event that Shareholder Approval is not obtained at the first meeting of shareholders at which Shareholder Approval is sought, at the written request of the Investors, the Company shall call and convene a subsequent meeting of shareholders for the purpose of obtaining Shareholder Approval (and the Board of Directors will unanimously recommend Shareholder Approval, except that the Board of Directors may withdraw or modify such recommendation (but shall continue to be required to call and hold the shareholder meeting for the purpose of obtaining Shareholder Approval and to solicit proxies with respect to such meeting), if anythe Board of Directors determines, becomes effective in good faith, after consultation with outside legal counsel, that such action is required for the Board of Directors to comply with its fiduciary duties to the Company’s shareholders under applicable Law), which meeting may not be delayed by the Securities Act Company, and all covenants between the parties set forth in this Section 3.1 shall apply equally with respect to any subsequent meeting of 1933shareholders; provided, contain any untrue statement however, that the Company shall be required to comply with the obligations of a material fact or omit this sentence only in the event that, at the time that the Investors deliver such written notice to state any material fact the Company, (x) each Temporary Security Unit required to be stated therein or necessary subject to make the statements thereinEscrow Account shall remain subject to the Escrow Account and no Investor shall have transferred any component of any Temporary Security Unit (other than transfer of a Temporary Security Unit as a whole), (y) each holder of a Temporary Security Unit shall have agreed in light of writing with the circumstances under Company that the restrictions on transfer set forth in Section 4.5(a) hereof and the restrictions set forth in Section 1.3(b) hereof shall continue until the first business day following the shareholder meeting at which they were made, not misleading. Company and Shareholders such proposal shall be entitled to review considered (the Registration Statement “Extended Date”), and (z), as applicable, the Escrow Agent and each amendment theretobeneficial owner of Temporary Security Units subject to the Escrow Account shall have agreed that the Escrow Agreement shall be extended, if anyand each such Temporary Security Unit shall remain subject to the Escrow Account, until the Extended Date. Unless otherwise required by Law, the Company shall not call or convene a meeting of its stockholders prior to the time each becomes effective under meeting of stockholders at which Shareholder Approval is sought. (d) Each party agrees, upon request, to furnish the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will other parties with all information concerning themselvesitself, their its subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra reasonably necessary or advisable in connection with the preparation proxy statement in connection with any meeting of the Registration Statement Company’s stockholders, to be held no later than the Outside Date (defined herein), at which meeting the Company intends to seek Shareholder Approval, and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such other party or any of its subsidiaries to any governmental entity Governmental Entity in connection with the Purchase and the other transactions contemplated by the Other Agreements or this AgreementTransaction Documents.