Common use of Shareholder Meeting; Registration Statement Clause in Contracts

Shareholder Meeting; Registration Statement. (a) AIM will call a special meeting of its shareholders (the “AIM Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Heartland as soon as practicable after the Registration Statement is declared effective. Subject to a Change of AIM Board Recommendation, the Board of Directors of AIM will recommend that the shareholders approve this Agreement and the Merger (the “AIM Board Recommendation”) and AIM will use its commercially reasonable efforts (including soliciting proxies for such approval) to obtain the Required AIM Shareholder Vote. The AIM Board Recommendation may not be withdrawn or modified in a manner adverse to Heartland, and no resolution by the Board of Directors of AIM or any committee thereof to withdraw or modify the AIM Board Recommendation in a manner adverse to AIM may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required AIM Shareholder Vote, the Board of Directors of AIM may withdraw, qualify or modify the AIM Board Recommendation or approve, adopt, recommend or otherwise declare advisable any Superior Proposal made after the date hereof and not solicited, initiated or encouraged in breach of Section 5.8, if the Board of Directors of AIM determines in good faith, after consultation with outside counsel, that failure to do so would be likely to result in a breach of fiduciary duties under applicable law (a “Change of AIM Board Recommendation”). In determining whether to make a Change of AIM Board Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of AIM will take into account any changes to the terms of this Agreement proposed by Heartland or any other information provided by Heartland in response to such notice.

Shareholder Meeting; Registration Statement. (a) AIM BVBC will duly call a special meeting of its shareholders in accordance with the provisions of its Charter and Bylaws (the “AIM BVBC Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Heartland as soon as practicable after the Registration Statement is declared effective. Subject to a Change of AIM Board Recommendation, the The Board of Directors of AIM BVBC will recommend that the shareholders holders of BVBC Common Stock and BVBC Series B Preferred Stock approve this Agreement and the Merger (the “AIM BVBC Board Recommendation”) ), and AIM BVBC will use its commercially reasonable best efforts (including soliciting proxies for such approval) to obtain the Required AIM BVBC Shareholder Vote. The AIM BVBC Board Recommendation may not be withdrawn or modified in a manner adverse to Heartland, and no resolution by the Board of Directors of AIM BVBC or any committee thereof to withdraw or modify the AIM BVBC Board Recommendation in a manner adverse to AIM BVBC may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required AIM BVBC Shareholder VoteVote and in strict compliance with Section 5.8(d), the Board of Directors of AIM BVBC may withdraw, qualify or modify the AIM BVBC Board Recommendation or approve, adopt, recommend or otherwise declare advisable any Superior Proposal made after the date hereof and not solicited, initiated or encouraged in breach of Section 5.8, if the Board of Directors of AIM BVBC determines in good faith, after consultation with outside counsel, that failure to do so would be likely to result in a breach of fiduciary duties under applicable law Law (a “Change of AIM BVBC Board Recommendation”). In determining whether to make a Change of AIM BVBC Board Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of AIM BVBC will take into account any changes to the terms of this Agreement proposed by Heartland or any other information provided by Heartland in response to such notice.

Shareholder Meeting; Registration Statement. (a) AIM FBLB will call a special meeting of its shareholders (the “AIM FBLB Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Heartland as soon as practicable after the Registration Statement is declared effective. Subject to a Change of AIM Board Recommendation, the The Board of Directors of AIM FBLB will recommend that the shareholders approve this Agreement and the Merger (the “AIM FBLB Board Recommendation”) ), and AIM FBLB will use its commercially reasonable best efforts (including soliciting proxies for such approval) to obtain the Required AIM FBLB Shareholder Vote. The AIM FBLB Board Recommendation may not be withdrawn or modified in a manner adverse to Heartland, and no resolution by the Board of Directors of AIM FBLB or any committee thereof to withdraw or modify the AIM FBLB Board Recommendation in a manner adverse to AIM FBLB may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required AIM FBLB Shareholder Vote, the Board of Directors of AIM FBLB may withdraw, qualify or modify the AIM FBLB Board Recommendation or approve, adopt, recommend or otherwise declare advisable any Superior Proposal made after the 44 date hereof and not solicited, initiated or encouraged in breach of Section 5.8, if the Board of Directors of AIM FBLB determines in good faith, after consultation with outside counsel, that failure to do so would be likely to result in a breach of fiduciary duties under applicable law (a “Change of AIM FBLB Board Recommendation”). In determining whether to make a Change of AIM FBLB Board Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of AIM FBLB will take into account any changes to the terms of this Agreement proposed by Heartland or any other information provided by Heartland in response to such notice.

Shareholder Meeting; Registration Statement. (a) AIM KFI will call a special meeting of its shareholders (the “AIM KFI Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Heartland Acquirer as soon as practicable after the Registration Statement is declared effective. Subject to a Change The board of AIM Board Recommendation, the Board directors of Directors of AIM KFI will recommend that the shareholders approve this Agreement and the Merger (the “AIM KFI Board Recommendation”) ), and AIM KFI will use its commercially reasonable best efforts (including soliciting proxies for such approval) to obtain the Required AIM KFI Shareholder Vote. In connection with the KFI Shareholder Meeting and the approval of this Agreement and the transactions contemplated hereunder by the holders of KFI Common Stock, KFI will distribute the Proxy Statement/Prospectus to all holders of KFI Common Stock. The AIM KFI Board Recommendation may not be withdrawn or modified in a manner adverse to HeartlandAcquirer, and no resolution by the Board board of Directors directors of AIM KFI or any committee thereof to withdraw or modify the AIM KFI Board Recommendation in a manner adverse to AIM KFI may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required AIM KFI Shareholder Vote, the Board board of Directors directors of AIM KFI may withdraw, qualify or modify the AIM KFI Board Recommendation or approve, adopt, recommend or otherwise declare advisable any Superior Proposal made after the date hereof and not solicited, initiated or encouraged in breach of Section 5.8hereof, if the Board board of Directors directors of AIM KFI determines in good faith, after consultation with outside counsel, that failure to do so would be likely to result in a breach of fiduciary duties under applicable law Law (a “Change of AIM KFI Board Recommendation”). In determining whether to make a Change of AIM KFI Board Recommendation in response to a Superior Proposal or otherwise, the Board board of Directors directors of AIM KFI will take into account any changes to the terms of this Agreement proposed by Heartland Acquirer or any other information provided by Heartland Acquirer in response to such notice.