Common use of Meetings of the Shareholders Clause in Contracts

Meetings of the Shareholders. As soon as practicable after this date, Purchaser and the Company shall prepare a joint proxy/registration statement (the "Registration Statement"), which shall comply as to form with all applicable law and its governing instruments to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of the Agreement and the Plan of Exchange and the Exchange. Subject to fiduciary requirements of applicable law, the respective boards of directors of each of Purchaser and the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, and notwithstanding any other provision in the Agreement to the contrary, if either Purchaser or the Company should experience any development or combination of developments having a material adverse effect on the financial condition, properties, business or results of operations of Purchaser, taken as a whole, or the Company, taken as a whole, as the case may be, other that as a result of factors affecting the industry or the economy generally, then the board or directors of the other Company may withdraw its recommendation of the Exchange and may postpone the meeting of its shareholders to allow adequate time to disseminate relevant disclosure material. The Company agrees, as to information with respect to the Company, its officers, directors, and shareholders contained when the Registration Statement becomes effective and at the date of the meeting of the respective shareholders of Purchaser and the Company, will not include and untrue statement of a material fact or unit or omit to state a material fact required to be stated or necessary to make the statement not misleading.

Meetings of the Shareholders. As soon as practicable after this date, Purchaser and the Company shall prepare a joint proxy/registration statement (the "Registration Statement"), which shall comply as to form with all applicable law and its governing instruments to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of the this Agreement and the Plan of Exchange and the Exchange. Subject to fiduciary requirements of applicable law, the respective boards of directors of each of Purchaser and the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, and notwithstanding any other provision in the this Agreement to the contrary, if either Purchaser or the Company should experience any development or combination of developments having a material adverse effect on the financial condition, properties, business or results of operations of Purchaser, taken as a whole, or the Company, taken as a whole, as the case may be, other that than as a result of factors affecting the industry or the economy generally, then the board or of directors of the other Company may withdraw its recommendation of the Exchange and may postpone the meeting of its shareholders to allow adequate time to disseminate relevant disclosure material. The Company agrees, as to information with respect to the Company, its officers, directors, and shareholders contained when the Registration Statement becomes effective and at the date of the meeting of the respective shareholders of Purchaser and the Company, will not include and an untrue statement of a material fact or unit or omit to state a material fact required to be stated or necessary to make the statement not misleading.

Meetings of the Shareholders. As soon as practicable after this date, Purchaser and the Company shall prepare a joint proxy/registration statement (the "Registration Statement"), which shall comply as to form with all applicable law and its governing instruments to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of the this Agreement and the Plan of Exchange Merger and the ExchangeMerger. Subject to fiduciary requirements of applicable law, the respective boards of directors of each of Purchaser and the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, and notwithstanding any other provision in the this Agreement to the contrary, if either Purchaser or the Company should experience any development or combination of developments having a material adverse effect on the financial condition, properties, business or results of operations of Purchaser, taken as a whole, or the Company, taken as a whole, as the case may be, other that than as a result of factors affecting the industry or the economy generally, then the board or of directors of the other Company may withdraw its recommendation of the Exchange merger and may postpone the meeting of its shareholders to allow adequate time to disseminate relevant disclosure material. The Company agrees, as to information with respect to the Company, its officers, directors, and shareholders contained when the Registration Statement becomes effective and at the date of the meeting of the respective shareholders of Purchaser and the Company, will not include and an untrue statement of a material fact or unit or omit to state a material fact required to be stated or necessary to make the statement not misleading.