Common use of Proxy Statement; Shareholder Approval Clause in Contracts

Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, CSB shall call a Shareholders Meeting, to be held as soon as reasonably practicable, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) CSB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of CSB shall recommend to its respective shareholders the approval of the matters submitted for approval (subject to the Board of Directors of CSB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to CSB's shareholders under applicable law), and (iv) the Board of Directors and officers of CSB shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of CSB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to CSB's shareholders under applicable law). SUMMIT and CSB shall make all necessary filings with respect to the Merger under the Securities Laws.

Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, CSB ECB shall call a Shareholders Meeting, to be held as soon as reasonably practicable, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) CSB ECB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) ECB shall allow Civic and BanCorp a reasonable opportunity to review and comment on such Proxy Statement before mailing, (iv) the Board of Directors of CSB ECB shall recommend to its respective shareholders the approval of the matters submitted for approval (subject to the Board of Directors of CSBECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to CSBECB's shareholders under applicable law), and (ivv) the Board of Directors and officers of CSB ECB shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of CSBECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to CSBECB's shareholders under applicable law). SUMMIT and CSB The Parties shall make all necessary filings with respect to the Merger under the Securities Laws.

Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after execution following the date of this Agreement, CSB Cochrane shall call mail a Shareholders Meetingproxy statement relating to this Agreement and the Merger (the "Proxy Statement") to its shareholders with respect to a meeting of its shareholders at which meeting such shareholders shall vote upon the Agreement and the Merger, all in compliance with the Articles of Incorporation and By-Laws of Cochrane and applicable law and in accordance with Section 6.01(b) hereof. Cochrane shall have provided CRI with a copy of the definitive Proxy Statement, in a form that is substantially ready to be held as soon as reasonably practicablemailed to the shareholders of Cochrane, for prior to the purpose date of this Agreement. The Board of Directors of Cochrane shall recommend to Cochrane's shareholders that such shareholders should approve this Agreement and the Merger, shall state such recommendation in the Proxy Statement and shall solicit proxies voting upon approval in favor of this Agreement and from such other related matters as it deems appropriate. In connection with the Shareholders' Meetingshareholders; provided, (i) CSB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholdershowever, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of CSB Cochrane shall not be obligated to recommend approval of, or to its respective shareholders state any recommendation with respect to, this Agreement or the Merger in the Proxy Statement or to attempt to obtain the approval of this Agreement or the matters submitted for approval (subject Merger by Cochrane's shareholders if such Board of Directors, acting upon the advice of legal counsel, determines that such recommendation may be contrary to the Board of Directors of CSB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of Director's fiduciary duties of the members of such Board of Directors to CSB's shareholders under applicable law), and (iv) the Board of Directors and officers of CSB shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board shareholders of Directors of CSB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to CSB's shareholders under applicable law). SUMMIT and CSB shall make all necessary filings with respect to the Merger under the Securities LawsCochrane.

Proxy Statement; Shareholder Approval. As soon as ------------------------------------- reasonably practicable after execution of this Agreement, CSB TCB shall prepare the Proxy Statement to be filed with the SEC. Citco shall furnish all information concerning it as TCB may reasonably request in connection with such action. TCB shall call a Shareholders Shareholders' Meeting, to be held as soon as reasonably practicable, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) CSB TCB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of CSB TCB shall recommend to its respective shareholders the approval of the matters submitted for approval (subject to compliance with the Board's fiduciary duties and the receipt from Trident Securities, a Division of McDonald Investments Inc., of a letter dated not more than three days prior to the date of the mailing of the Proxy Statement confirming the opinion given to the Board prior to execution of Directors of CSB, after having consulted with and considered this Agreement to the advice of outside counsel, reasonably determining in good faith effect that the making consideration to be received in the Merger by the holders of TCB Common Stock is fair, from a financial point of view, to such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to CSB's shareholders under applicable lawholders), and (iv) the Board of Directors and officers of CSB TCB shall use their reasonable efforts to obtain such shareholders' approval approval. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by TCB of information that is required to be disclosed in the Proxy Statement or in any other document required to be filed with the SEC (subject including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to the Board of Directors of CSB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties be publicly disclosed by applicable Law or regulations or rules of the members of such Board of Directors to CSB's shareholders under applicable law). SUMMIT and CSB shall make all necessary filings with respect to the Merger under the Securities LawsNASD.