Common use of Meeting of Shareholders Clause in Contracts

Meeting of Shareholders. 8.1.1 Rome will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “Rome Shareholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the Rome Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Rome shareholders; and (iii) cooperate and consult with BHB with respect to each of the foregoing matters. The Board of Directors of Rome may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “BHB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law.

Meeting of Shareholders. 8.1.1 Rome Legacy will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “Rome Legacy Shareholders Meeting”), except as otherwise provided in this section, (ii) in connection with the solicitation of proxies with respect to the Rome Legacy Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Rome Legacy shareholders; and (iii) cooperate and consult with BHB BHLB with respect to each of the foregoing matters. The Board of Directors of Rome Legacy may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB BHLB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “BHB BHLB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHB BHLB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB BHLB shareholders; and (iii) cooperate and consult with Rome Legacy with respect to each of the foregoing matters. The Board of Directors of BHB BHLB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law...

Meeting of Shareholders. 8.1.1 Rome BSFI will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its stockholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “BSFI Stockholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the BSFI Stockholders Meeting, have its Board of Directors recommend approval of this Agreement to the BSFI stockholders; and (iii) cooperate and consult with AFC with respect to each of the foregoing matters. The Board of Directors of BSFI may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure so to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. 8.1.2 AFC will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “Rome AFC Shareholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the Rome AFC Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Rome AFC shareholders; and (iii) cooperate and consult with BHB BSFI with respect to each of the foregoing matters. The Board of Directors of Rome AFC may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger (the “BHB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law.

Meeting of Shareholders. 8.1.1 Rome will (ia) Promptly after the date hereof, the Company shall take all steps action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to duly call, give notice of, convene and hold a special meeting of its shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the Merger S-4 Registration Statement is declared effective by the SEC, SEC for the purpose purposes of considering voting upon this Agreement and the Merger (Merger. Neither the “Rome Shareholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the Rome Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Rome shareholders; and (iii) cooperate and consult with BHB with respect to each of the foregoing matters. The Board of Directors of Rome may fail to make such a recommendation referred to the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in clause good faith (ii) abovein reliance on the opinion of its outside counsel), withdraw or modify, or withdrawpropose to withdraw or modify, modify in a manner adverse to Parent, the approval or change any such recommendation only if such by the Board of DirectorsDirectors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, after having consulted with and considered in the advice good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its financial and legal advisorsoutside counsel), has determined that such disclosure is necessary for the making Board of such recommendation, or the failure Directors to withdraw, modify or change comply with its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. 8.1.2 To the extent legally required(b) If necessary, BHB will (i) Parent shall take all steps action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to duly call, give notice of, convene and hold a special meeting of its shareholders stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the Merger S-4 Registration Statement is declared effective by the SEC, SEC for the purpose purposes of considering voting upon this Agreement and the Merger (Merger. Neither the “BHB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in clause good faith (ii) abovein reliance on the opinion of its outside counsel), withdraw or modify, or withdrawpropose to withdraw or modify, modify in a manner adverse to the Company, the approval or change any such recommendation only if such by the Board of DirectorsDirectors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, after having consulted with and considered in the advice good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its financial and legal advisorsoutside counsel), has determined that such disclosure is necessary for the making Board of such recommendation, or the failure Directors to withdraw, modify or change comply with its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law.

Meeting of Shareholders. 8.1.1 Rome (a) Promptly after the date hereof, Target will (i) take all steps action necessary in accordance with Florida Law and its Articles of Incorporation and Bylaws to duly call, give notice of, convene and hold a special meeting of its shareholders the Shareholders' Meeting to be held as promptly as practicable after the Merger Registration Statement is declared effective by the SECpracticable, for the purpose of considering voting upon this Agreement and the Merger. Subject to Section 6.2(c), Target will use its commercially reasonable best efforts (as defined in Section 9.3) to solicit from the Target Shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Subject to Section 6.2(c), Target will take all other action necessary or advisable to secure the vote or consent of the Target Shareholders required by Florida Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Section 6.2(c): (i) the Board of Directors of Target shall unanimously recommend that the Target Shareholders vote in favor of and adopt and approve this Agreement and the Merger (at the “Rome Shareholders Shareholders' Meeting”), ; (ii) in connection with the solicitation of proxies with respect Proxy Statement shall include a statement to the Rome Shareholders Meeting, have its effect that the Board of Directors recommend approval of Target has unanimously recommended that the Target Shareholders vote in favor of and adopt and approve this Agreement to and approve the Rome shareholdersMerger at the Shareholders' Meeting; and (iii) cooperate and consult with BHB with respect to each of neither the foregoing matters. The Board of Directors of Rome may fail to make such a recommendation referred to in clause (ii) aboveTarget, nor any committee thereof shall withdraw, amend or modify, or withdraw, modify propose or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure resolve to withdraw, amend or modify or change its recommendationin a manner adverse to Parent, would constitute a breach the unanimous recommendation of the fiduciary duties Board of such directors under applicable lawDirectors of Target that the Target Shareholders vote in favor of and adopt and approve this Agreement and approve the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Parent if said recommendation shall no longer be unanimous. 8.1.2 To (c) Nothing in this Agreement shall prevent the extent legally requiredBoard of Directors of Target from withholding, BHB will (i) take all steps necessary to duly callwithdrawing, give notice of, convene and hold a special meeting amending or modifying its unanimous recommendation in favor of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger if (the “BHB Shareholders Meeting” )i) a Superior Offer (as defined below) is made to Target and is not withdrawn, (ii) neither Target nor any of its representatives shall have violated any of the restrictions set forth in connection with the solicitation of proxies with respect to the BHB Shareholders MeetingSection 6.4(a), have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail Target concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Target to make comply with its fiduciary obligations to the Target Shareholders under applicable law. Nothing contained in this Section 6.2 shall limit Target's obligation to hold and convene the Shareholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of Target shall have been withdrawn, amended or modified). For purposes of this Agreement, a "SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target, pursuant to which the shareholders of Target immediately preceding such a recommendation referred to transaction hold less than 50% of the equity interest in clause the surviving or resulting entity of such transaction; (ii) abovea sale or other disposition by Target of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the fair market value of Target's business immediately prior to such sale, or withdraw(iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Target), modify directly or change indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Target, in each case on terms that the Board of Directors of Target determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Target Shareholders from a financial point of view than the terms of the Merger; provided, however, that any such recommendation only offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of Target's Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of Directors to be obtained by such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute third party on a breach of the fiduciary duties of such directors under applicable lawtimely basis.

Meeting of Shareholders. 8.1.1 Rome will The Board of Directors of the Company shall, as promptly as practicable following the date of this Agreement and in consultation with Parent, (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering considering, adopting and approving this Agreement and the Merger (the “Rome "Shareholders Meeting”), ") and (ii) in connection with the solicitation of proxies with respect (A) except to the Rome Shareholders Meetingextent modified in accordance with this Section 2.3, have its include in the Proxy Statement (as defined in Section 3.6) the unanimous recommendation of the Company's Board of Directors recommend approval acting upon the recommendation of the Independent Committee that the shareholders of the Company vote in favor of the adoption of this Agreement to and the Rome shareholders; Merger and (iiiB) cooperate and consult with BHB with respect use its reasonable best efforts, including, without limitation, if requested by Parent, hiring a proxy solicitation firm reasonably acceptable to each Parent, to obtain the affirmative vote of holders of a majority of the foregoing mattersoutstanding Company Common Stock (the "Requisite Shareholder Approval"). The Neither the Board of Directors of Rome may fail the Company nor any director thereof shall withdraw, amend or modify in a manner adverse to make such a Parent or Acquisition Sub its recommendation referred to in clause (ii) above(A) of the preceding sentence (or announce publicly his, her or withdrawits intention to do so). Notwithstanding the foregoing, modify or change any such recommendation only if such prior to the receipt of the Requisite Shareholder Approval, the Board of Directors, after having consulted with and considered Directors of the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure Company shall be permitted to withdraw, amend or modify its recommendation (or change publicly announce its recommendation, would constitute a breach intention to do so) of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger in a manner adverse to Parent or Acquisition Sub if: (1) a Superior Acquisition Proposal (as defined in Section 5.3) shall have been proposed by any Person (as hereinafter defined) other than Parent or Acquisition Sub and such proposal is pending at the “BHB Shareholders Meeting” ), time of such action; (ii2) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to shall have concluded in good faith, after consultation with its outside legal counsel, that the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure is required to withdraw, amend or modify or change its recommendation, would constitute a breach recommendation in order to comply with its fiduciary duties to the shareholders of the fiduciary duties of such directors Company under applicable lawlaw and (3) the Company shall be in compliance with Section 5.3 hereof.

Meeting of Shareholders. 8.1.1 Rome Promptly after the Registration Statement is declared effective under the Securities Act, each of Verigy and LTX-Credence will (i) take all steps action necessary or advisable in accordance with applicable Legal Requirements, its memorandum and articles of association or articles of organization and bylaws, to duly call, give notice of, convene and hold a special meeting of its shareholders (each, a “Shareholders’ Meeting”) to be held as promptly as practicable after the Merger declaration of effectiveness of the Registration Statement to consider (x) in the case of Verigy, the approval of the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is declared effective withdrawn or abandoned in accordance with Section 5.19 hereof), and (y) in the case of LTX-Credence, approval of this Agreement. Notwithstanding anything to the contrary set forth herein, each of LTX-Credence and Verigy may, in its sole discretion, hold the Shareholders’ Meetings contemplated hereunder as part of their respective annual meetings of shareholders, but both parties shall only submit to their respective shareholders at the Shareholders’ Meetings the proposals contemplated by the SEC, for the purpose of considering this Agreement and any other proposals mutually agreed upon by Verigy and LTX-Credence. Each of Verigy and LTX-Credence will use commercially reasonable efforts to hold their respective Shareholders’ Meetings on the Merger (same date and at the “Rome Shareholders Meeting”same time. Subject to Section 5.3(d), each of Verigy and LTX-Credence will use commercially reasonable efforts to (iii) solicit from their respective shareholders votes and/or proxies in connection favor of, in the case of Verigy, the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) and, in the solicitation case of proxies with respect to LTX-Credence, the Rome Shareholders Meeting, have its Board of Directors recommend approval of this Agreement and (ii) secure the vote or consent of its shareholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the Rome shareholders; contrary contained in this Agreement, Verigy or LTX-Credence, as the case may be, may adjourn or postpone its Shareholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to its respective shareholders in advance of the vote on the approval of (in the case of Verigy) the Share Issuance, the Charter Amendment, and the Holdco Reorganization (iiiunless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) cooperate and consult with BHB with respect or the approval of this Agreement (in the case of LTX-Credence), (B) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to each approve such matters thereat or to constitute a quorum necessary to conduct the business of such Shareholders’ Meeting or (C) if the other party has adjourned or postponed its Shareholders’ Meeting for any of the foregoing mattersreasons. Each of Verigy and LTX-Credence shall ensure that its respective Shareholders’ Meeting is duly called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Shareholders’ Meeting are solicited, in compliance with all applicable Legal Requirements, its memorandum and articles of association or articles of organization and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The Board obligation of Directors of Rome Verigy or LTX-Credence, as the case may fail be, to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting its Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal with respect to it, or by any withdrawal, amendment or modification of the recommendation of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose Board of considering this Agreement and the Merger (the “BHB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies Directors with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, Holdco LTX-Credence Merger or the failure to withdrawLTD LTX-Credence Merger, modify as applicable, this Agreement, the Charter Amendment, the Share Issuance or change its recommendation, would constitute a breach of the fiduciary duties of such directors under applicable lawHoldco Reorganization.

Meeting of Shareholders. 8.1.1 Rome (a) Promptly after the date hereof, Target will (i) take all steps action necessary in accordance with Florida Law and its Articles of Incorporation and Bylaws to duly call, give notice of, convene and hold a special meeting of its shareholders the Shareholders' Meeting to be held as promptly as practicable after the Merger Registration Statement is declared effective by the SECpracticable, for the purpose of considering voting upon this Agreement and the Merger. Subject to Section 6.2(c), Target will use its commercially reasonable best efforts (as defined in Section 9.3) to solicit from the Target Shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Subject to Section 6.2(c), Target will take all other action necessary or advisable to secure the vote or consent of the Target Shareholders required by Florida Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Section 6.2(c): (i) the Board of Directors of Target shall unanimously recommend that the Target Shareholders vote in favor of and adopt and approve this Agreement and the Merger (at the “Rome Shareholders Shareholders' Meeting”), ; (ii) in connection with the solicitation of proxies with respect Proxy Statement shall include a statement to the Rome Shareholders Meeting, have its effect that the Board of Directors recommend approval of Target has unanimously recommended that the Target Shareholders vote in favor of and adopt and approve this Agreement to and approve the Rome shareholdersMerger at the Shareholders' Meeting; and (iii) cooperate and consult with BHB with respect to each of neither the foregoing matters. The Board of Directors of Rome may fail to make such a recommendation referred to in clause (ii) aboveTarget, nor any committee thereof shall withdraw, amend or modify, or withdraw, modify propose or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure resolve to withdraw, amend or modify or change its recommendationin a manner adverse to Parent, would constitute a breach the unanimous recommendation of the fiduciary duties Board of such directors under applicable lawDirectors of Target that the Target Shareholders vote in favor of and adopt and approve this Agreement and approve the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Parent if said recommendation shall no longer be unanimous. 8.1.2 To (c) Nothing in this Agreement shall prevent the extent legally requiredBoard of Directors of Target from withholding, BHB will (i) take all steps necessary to duly callwithdrawing, give notice of, convene and hold a special meeting amending or modifying its unanimous recommendation in favor of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger if (the “BHB Shareholders Meeting” )i) a Superior Offer (as defined below) is made to Target and is not withdrawn, (ii) neither Target nor any of its representatives shall have violated any of the restrictions set forth in connection with the solicitation of proxies with respect to the BHB Shareholders MeetingSection 6.4(a), have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail Target concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Target to make comply with its fiduciary obligations to the Target Shareholders under applicable law. Nothing contained in this Section 6.2 shall limit Target's obligation to hold and convene the Shareholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of Target shall have been withdrawn, amended or modified). For purposes of this Agreement, a "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target, pursuant to which the shareholders of Target immediately preceding such a recommendation referred to transaction hold less than 50% of the equity interest in clause the surviving or resulting entity of such transaction; (ii) abovea sale or other disposition by Target of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the fair market value of Target's business immediately prior to such sale, or withdraw(iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Target), modify directly or change indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Target, in each case on terms that the Board of Directors of Target determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Target Shareholders from a financial point of view than the terms of the Merger; provided, however, that any such recommendation only offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of Target's Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of Directors to be obtained by such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute third party on a breach of the fiduciary duties of such directors under applicable lawtimely basis.

Meeting of Shareholders. 8.1.1 Rome will The Board of Directors of the Company shall, as promptly as practicable following the date of this Agreement and in consultation with SG, (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering considering, adopting and approving this Agreement and the Merger (the “Rome Shareholders Meeting”), ) and (ii) in connection with the solicitation of proxies with respect (A) except to the Rome Shareholders Meetingextent modified in accordance with this Section 2.3, have its include in the Proxy Statement (as defined in Section 3.5) the unanimous recommendation of the Company’s Board of Directors recommend approval acting upon the recommendation of the Independent Committee that the shareholders of the Company vote in favor of the adoption of this Agreement and the Merger and include the written opinion of the Financial Advisor (as defined in Section 4.14) that the consideration to be received by the shareholders of the Company (other than SG and its affiliates) pursuant to the Rome shareholders; Merger is fair to such shareholders from a financial point of view and (iiiB) cooperate and consult with BHB with respect use its reasonable best efforts to each obtain the affirmative vote of holders of a majority of the foregoing mattersoutstanding Company Common Stock (the “Requisite Shareholder Approval”) and of holders of a majority of the outstanding shares of Company Common Stock not held by SG, the Principals and their affiliates (the “Agreed Shareholder Approval”) in favor of the adoption of this Agreement and the approval of the Merger. The Board of Directors of Rome may fail the Company shall not withdraw, amend or modify in a manner adverse to make such a SG its recommendation referred to in clause (ii) above(A) of the preceding sentence (or announce publicly its intention to do so). Notwithstanding the foregoing, or withdrawprior to the receipt of the Requisite Shareholder Approval, modify or change any such recommendation only if such the Board of Directors, after having consulted with and considered Directors of the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure Company shall be permitted to withdraw, amend or modify its recommendation (or change publicly announce its recommendation, would constitute a breach intention to do so) of the fiduciary duties of such directors under applicable law. 8.1.2 To the extent legally required, BHB will (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, for the purpose of considering this Agreement and the Merger in a manner adverse to SG if: (1) a Superior Acquisition Proposal (as defined in Section 5.3) shall have been proposed by any Person (as hereinafter defined) other than SG and such proposal is pending at the “BHB Shareholders Meeting” ), time of such action; (ii2) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to shall have concluded in good faith, after consultation with its outside legal counsel, that the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. The Board of Directors of BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure is required to withdraw, amend or modify or change its recommendation, would constitute a breach recommendation in order to comply with its fiduciary duties to the shareholders of the fiduciary duties of such directors Company under applicable lawlaw and (3) the Company shall be in compliance with Section 5.3 hereof.