Common use of Shareholder Meeting Clause in Contracts

Shareholder Meeting. Pursuant to the Merger Agreement, the Company shall, at Numico's option and direction and as soon as practicable, either (i) duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining the requisite number of votes to adopt the Merger and the Merger Agreement. In addition, the Company shall, through the Board, recommend to its shareholders that they vote in favor of the adoption of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each of the Company and Numico shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable and to solicit proxies in favor of the adoption of the Merger Agreement and the approval of the Merger; provided, however, in the event the Board withdraws its recommendation for the adoption of the Merger Agreement and the approval of the Merger, the Company shall solicit proxies regarding the Merger Agreement and the Merger in a neutral fashion; provided that such obligation to solicit proxies in a neutral fashion shall not prohibit the Board from communicating the basis for its determination not to make a recommendation to the extent required under the FBCA.

Shareholder Meeting. Pursuant to the The Merger Agreement, Agreement provides that the Company shall, at Numico's option will take all action necessary in accordance with applicable law and direction its articles of incorporation and as soon as practicable, either (i) duly call, give notice of, bylaws to convene and hold a meeting of its shareholders the Shareholders (the "Company Shareholders Shareholders' Meeting") or (ii) submit as promptly as practicable after the Merger Offer Completion Date to its shareholders for consider and vote upon the approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining the requisite number of votes to adopt the Merger and the Merger Agreement. In addition, The Company Board will recommend such approval and the Company shallwill take all lawful action to solicit such approval, through the Board, recommend to its shareholders that they vote in favor of the adoption of the Merger and the Merger Agreementincluding without limitation timely mailing any proxy statement; provided, however, that the Board may amend, modify or withdraw such recommendation if or solicitation (but not such actions to convene the Board determinesCompany Shareholders' Meeting) is subject to any action, following consultation including any withdrawal or change of its recommendation, taken by, or upon authority of, the Company Board, as the case may be, in the exercise of its good faith judgment in conformity with the Company's advice of outside legal counsel, counsel (notice of which will be promptly given to Parent and Purchaser) that such action is required in order to comply with applicable law and so long as satisfy the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor fiduciary duties of the approval members of the Merger and adoption Company Board to Shareholders imposed by law. Without limiting the generality or effect of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Company's obligations to convene the Company Shareholders' Meeting will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal (as defined below). The Merger Agreement also provides that, notwithstanding the above, in the event that NumicoParent, the Purchaser, Purchaser or any other subsidiary of Numico shall beneficially own in the aggregate Parent acquires at least 8090% of the outstanding SharesShares pursuant to the Offer or otherwise, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 12 herein, at the request of Numico, hereto will take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 302A.621 of the MBCA without a meeting of the Shareholders as soon as practicable after the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of Offer. REPRESENTATIONS AND WARRANTIES. Pursuant to the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's requestAgreement, the Company has made representations and Numico shall prepare warranties with respect to, among other things: (i) the organization, corporate powers and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each 21 qualifications of the Company and Numico shall use its reasonable best efforts subsidiaries, (ii) the corporate power and authority to cause enter into the Proxy Statement Merger Agreement and, subject to be mailed obtaining any necessary shareholder approval of the Merger, to carry out its obligations thereunder; (iii) due authorization, execution and delivery of the Merger Agreement by the Company and consummation by the Company of the transactions contemplated thereby, subject to the approval of the Merger by the Company's shareholders, as promptly as practicable and to solicit proxies Shareholders in favor accordance with Minnesota law; (iv) the capitalization of the adoption Company and its significant subsidiaries; (v) the ownership of the subsidiaries; (vi) the absence of other interests and investments; (vii) the absence of conflicts between the Merger Agreement and the approval transactions contemplated thereby with any law, regulation, court order, judgment, decree, permit or license, agreements, contracts or other instruments and obligations; (viii) the absence of any required waivers, consents or approvals; (ix) the compliance of the MergerCompany and its subsidiaries with laws, including those relating to the protection of the environment; provided(x) the accuracy of documents filed with the Commission; (xi) the absence of certain litigation; (xii) the absence of certain events since January 1, however1998, including that there has not been any change in or effect on the business of the Company or other event or condition that has had or can reasonably be expected to have a material adverse effect on the Board withdraws business, results of operations or financial condition of the Company and its recommendation for subsidiaries, taken as a whole (other than any change, effect, event or condition generally applicable to the industry in which the Company and its subsidiaries operate or changes in general economic conditions, except to the extent such changes, effects, events or conditions disproportionately affect the Company and its subsidiaries taken as a whole) or prevent or materially delay the Company's ability to consummate the transactions contemplated thereby (a "Company Material Adverse Effect"); (xiii) certain tax considerations; (xiv) patents, trademarks and other intellectual property; (xv) owned and leased real property; (xvi) the Company's adoption of a plan to deal with year 2000 problems; (xvii) certain contractual obligations; (xviii) employee benefit plans; (xix) compliance with state takeover statutes; (xx) the vote required by Shareholders to approve the Merger Agreement; (xxi) the absence of brokerage or finders fees or commissions payable in connection with the Merger Agreement and the approval transactions contemplated thereby (other than with respect to fees payable to SSB and Wit Capital Corporation); (xxii) the opinion from SSB; and (xxiii) the accuracy and completeness of the Merger, information supplied by the Company shall solicit proxies regarding in connection with the Offer or other documents to be filed with the Commission in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Parent and Purchaser have made representations and warranties with respect to, among other things: (i) the organization, corporate powers and qualifications of Parent and Purchaser; (ii) the corporate power and authority to execute the Merger Agreement and to consummate the transactions contemplated thereby; (iii) the absence of conflicts between the Merger Agreement and the transactions contemplated thereby with any law, regulation, court order, judgment, decree, permit or license, agreements, contracts or other instruments and obligations; (iv) the absence of brokerage or finders fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to the fees payable to Credit Suisse First Boston Corporation); (v) the accuracy of documents filed with the Commission; (vi) the availability of funds or borrowing capacity necessary for the transactions contemplated by the Merger Agreement; (vii) the absence of certain litigation; and (viii) the beneficial ownership by Parent or Purchaser of the Company's Shares. CONDUCT OF BUSINESS PENDING THE MERGER. The Company has agreed that during the period from the date of the Merger Agreement until the Effective Time, except as expressly provided for in a neutral fashion; provided that such obligation the Merger Agreement, the Company will, and will cause its subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner conducted prior to solicit proxies in a neutral fashion shall not prohibit the Board from communicating date of the basis for its determination not to make a recommendation Merger Agreement and, to the extent consistent therewith, will use their reasonable efforts to preserve intact their current business organizations, use their reasonable efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses will be unimpaired at the Effective Time. The Company has further agreed that, without limiting the generality or effect of the foregoing, except as expressly provided by the Merger Agreement, during the period from the date of the 22 Merger Agreement to the Effective Time, the Company will not and will not permit any of its subsidiaries to, without the consent of Parent or Purchaser: (i) other than dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned subsidiary of the Company to its parent, or by a subsidiary that is partially owned by the Company or any of its subsidiaries, provided that the Company or any such subsidiary receives or is to receive its proportionate share thereof, (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (b) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (c) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares of other securities provided that nothing therein stated will limit the Company's right to cancel the Options in exchange for the Option Consideration; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities except for the issuance of Shares pursuant to the exercise of Options that are outstanding on February 8, 1999, or pursuant to the Directors' Retainer Stock Deferral Plan or the 1994 Employee Stock Purchase Plan (to the extent Shares have been paid for with payroll deductions at or prior to the date of the Merger Agreement), provided that nothing therein stated will limit the Company's right to cancel the Options in exchange for the Option Consideration; (iii) amend its articles of incorporation, bylaws or other comparable organizational documents; (iv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof; (v) sell, lease, license, mortgage or otherwise encumber or subject to any lien or otherwise dispose of any of its properties or assets, other than (a) in the ordinary course of business consistent with past practice and (b) sales of assets which do not individually or in the aggregate exceed $5.0 million; (vi) (a) incur any indebtedness for borrowed money (other than indebtedness of the Company to any subsidiary of the Company or of any subsidiary of the Company to the Company or to any other subsidiary of the Company) or guarantee any such indebtedness of another person, other than the Company or a subsidiary of the Company, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, other than the Company or a subsidiary of the Company, enter into any "keep well" or other agreement to maintain any financial statement condition of another person other than the Company or a subsidiary of the Company or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice, or (b) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any subsidiary of the Company or any of its subsidiaries or to officers and employees of the Company or any of its subsidiaries for travel, business or relocation expenses in the ordinary course of business; (vii) make or agree to make any capital expenditure or capital expenditures other than capital expenditures set forth in the operating budget of the Company previously furnished to Parent and additional capital expenditures not to exceed $5.0 million in the aggregate; (viii) make any change to its accounting methods, principles or practices, except as may be required under by generally accepted accounting principles; (ix) except as required by law or contemplated by the FBCA.Merger Agreement, enter into, adopt or amend in any material respect or terminate any Company Stock Option Plan or any other agreement, plan or policy involving the Company or any of its subsidiaries and one or more of their directors, officers or employees, or materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company pension plans, or change the manner in which contributions to any Company pension plans are made or the basis on which such contributions are determined; (x) increase the compensation of any director, certain executive officers or, except in the ordinary course of business, any other key employee of the Company or pay any benefit or amount not required by a plan or arrangement as in effect on the date of the Merger Agreement to any such person; (xi) enter into or amend in any material respect, any material contract or any contract or agreement, oral or written, with any affiliate, associate or relative of the Company (other than the Company or any 23

Shareholder Meeting. Pursuant (a) The Seller shall take all action necessary under all applicable laws to send the Proxy Statement and hold a shareholders' meeting to vote on the proposal to approve this Agreement and the other transactions contemplated by this Agreement (the "Shareholder Meeting"), whether or not at any time subsequent to the Merger date hereof the Board of Directors of the Seller determines in compliance with Section 5.4 that it can no longer recommend to the Seller's shareholders that they vote in favor of approval of this Agreement and the other transactions contemplated by this Agreement, unless the Company shallSeller shall have terminated this Agreement pursuant to and in accordance with Section 10.1(h) hereof and entered into an Alternative Agreement (as defined in Section 10.1(h)). Subject to the Certificate of Incorporation and By-laws of the Seller, at Numico's option the Shareholder Meeting shall be held (on a date selected by the Seller and direction consented to by the Acquiror, which consent shall not be unreasonably withheld) as promptly as practicable after the date hereof. Subject to the terms of Section 5.14(c) hereof, the Seller shall use best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and as soon as practicablethe other transactions contemplated by this Agreement. The Seller agrees to retain X. Xxxxxx & Co. to provide proxy solicitation services hereunder. The Seller shall call, either notice, convene, hold, conduct and solicit all proxies in connection with, the Shareholder Meeting in compliance with all applicable legal requirements, including the Certificate of Incorporation and By-laws of the Seller and the rules of the American Stock Exchange. The Seller may adjourn or postpone the Shareholder Meeting: (i) duly if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Seller's shareholders in advance of a vote on this Agreement and the other transactions contemplated by this Agreement; (ii) if, as of the time for which the Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholder Meeting; or (iii) if otherwise necessary to obtain shareholder approval. The Seller's obligation to call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining the requisite number of votes to adopt the Merger and the Merger Agreement. In addition, the Company shall, through the Board, recommend to its shareholders that they vote in favor of the adoption of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation Shareholder Meeting in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company this Section 5.14(a) shall not be required limited to call or otherwise affected by the Company Shareholders Meeting commencement, disclosure, announcement or to file or mail a proxy statement, and the parties submission to the Merger Agreement shall, subject to the provisions Seller of any Acquisition Proposal (as defined in Section 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"5.4(b). Each of the Company and Numico shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable and to solicit proxies in favor of the adoption of the Merger Agreement and the approval of the Merger; provided, however, in the event the Board withdraws its recommendation for the adoption of the Merger Agreement and the approval of the Merger, the Company shall solicit proxies regarding the Merger Agreement and the Merger in a neutral fashion; provided that such obligation to solicit proxies in a neutral fashion shall not prohibit the Board from communicating the basis for its determination not to make a recommendation to the extent required under the FBCA).

Shareholder Meeting. Pursuant to Polonia will (a) as promptly as practicable after the Merger AgreementRegistration Statement is declared effective by the SEC, the Company shall, at Numico's option and direction and as soon as practicable, either (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company “Polonia Shareholders Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting ”), for the purpose of obtaining the requisite number of votes to adopt the Merger considering this Agreement and the Merger AgreementMerger, and for such other purposes as may be, in Polonia’s reasonable judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Directors recommend approval of this Agreement to the Polonia shareholders (the “Polonia Recommendation”). In additionSubject to Section 6.10.5, the Company shall, through the Board, recommend to its shareholders that they vote in favor Board of the adoption Directors of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each of the Company and Numico Polonia shall use its commercially reasonable best efforts to cause obtain from the shareholders of Polonia the required vote to approve the Merger, including by communicating to its shareholders its recommendation (and including such recommendation in the Proxy Statement Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby. Polonia shall, upon request by Prudential, engage a proxy solicitor reasonably acceptable to be mailed Prudential to assist in the solicitation of proxies from shareholders relating to the Company's shareholdersrequired vote. Polonia shall adjourn or postpone the Polonia Shareholders Meeting, if, as promptly as practicable of the time for which such meeting is originally scheduled there are insufficient shares of Polonia Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Polonia has not received proxies representing a sufficient number of shares necessary to obtain the vote required to approve this Agreement and the transactions contemplated hereby; provided, however that no more than one adjournment for a period of not more than 30 days shall be required hereby. Notwithstanding anything to solicit proxies the contrary herein, unless this Agreement has been terminated in favor accordance with its terms, the Polonia Shareholders Meeting shall be convened and this Agreement shall be submitted to the shareholders of Polonia at the Polonia Shareholders Meeting, for the purpose of voting on the adoption of the Merger this Agreement and the approval other matters contemplated hereby, and nothing contained herein shall be deemed to relieve Polonia of the Merger; provided, however, in the event the Board withdraws its recommendation for the adoption of the Merger Agreement and the approval of the Merger, the Company shall solicit proxies regarding the Merger Agreement and the Merger in a neutral fashion; provided that such obligation to solicit proxies in a neutral fashion shall not prohibit the Board from communicating the basis for its determination not to make a recommendation to the extent required under the FBCAobligation.

Shareholder Meeting. Pursuant Following the First Closing Date, Xxxxxx shall take all action necessary in accordance with applicable law, Xxxxxx'x certificate of incorporation and bylaws, each as amended to date, and all contracts binding on Xxxxxx to give timely notice of the Merger Agreement, the Company shall, at Numico's option and direction and as soon as practicable, either (i) duly call, give notice of, convene and hold a annual meeting of its shareholders that first follows the First Closing Date (the "Company Shareholders Shareholder Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining the requisite number of votes to adopt the Merger and the Merger Agreement). In addition, the Company shall, through the Board, recommend to its shareholders that they vote in favor of the adoption of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger Subject to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico fiduciary duty of Xxxxxx'x directors and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each of the Company and Numico Xxxxxx shall use its reasonable best efforts to cause solicit from the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable and to solicit holders of Xxxxxx'x Voting Securities proxies in favor of the adoption and approval of the Merger Agreement Transactions Requiring Shareholder Approval, and at the Shareholder Meeting shall do so first before considering any other proposals, and shall take all other action necessary to secure the approval of the Mergerholders of Xxxxxx'x Voting Securities (by vote or consent) required by applicable law, Xxxxxx'x certificate of incorporation and bylaws, each as amended to date, and all contracts binding on Xxxxxx. The Proxy Statement shall contain the affirmative recommendation of the board of directors of Xxxxxx in favor of the adoption of a resolution approving the Transactions Requiring Shareholder Approval; provided, however, no director or officer of Xxxxxx shall be required to violate any fiduciary duty or other requirement imposed by applicable law in connection therewith. In accordance with Xxxxxx'x bylaws and applicable law, Xxxxxx shall as promptly as is reasonably practicable, but no later than September 30, 2004; provided, however, that, if Xxxxxx receives comments from the event SEC on the Board withdraws its recommendation for Proxy Statement, Xxxxxx may extend such date to October 31, 2004 (the adoption "Outside Meeting Date"), convene the Shareholder Meeting. If (a) Xxxxxx does not convene the Shareholder Meeting on or before by the Outside Meeting Date or (b) Xxxxxx does convene the Shareholder Meeting by the Outside Meeting Date but does not secure Shareholder Approval by the Outside Meeting Date or (c) anytime prior to Shareholder Approval, proxies subject to the Voting Agreement represent less than two-thirds of the Merger Agreement issued and outstanding Voting Securities of Xxxxxx, then the approval of the MergerPurchaser may, the Company shall solicit proxies regarding the Merger Agreement and the Merger in a neutral fashion; provided that such obligation to solicit proxies in a neutral fashion but shall not prohibit the Board from communicating the basis for its determination not to make a recommendation to the extent be required under the FBCAto, terminate this Agreement. The effects of such termination shall be set forth in Section 9.2.

Shareholder Meeting. Pursuant to the Merger AgreementThe Company will, the Company shallconsistent with applicable Law and its certificate of incorporation and bylaws, at Numico's option and direction and as soon as practicablepracticable following the date of this Agreement (but in any event not later than the date of mailing of the Proxy Statement as prescribed by Section 5.2), either (i) duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Shareholder Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining considering the requisite number approval and adoption of votes to adopt this Agreement and the Merger and at such meeting call for a vote in respect of the Merger Agreementapproval and adoption of this Agreement and the Merger. In addition, The Company shall consult with Parent regarding the date of the Shareholder Meeting and shall not postpone or adjourn (other than for the absence of a quorum or as may be 38 reasonably necessary due to a delay in mailing the Proxy Statement solely as a result of the period of time necessary to respond to any comments received from the SEC staff with respect to the Proxy Statement) the Shareholder Meeting without the consent of Parent. The Company shallwill, through the Boardits Board of Directors, recommend to its shareholders that they vote in favor of the adoption of the Merger this Agreement, and the Merger Agreement; shall not withdraw or modify such recommendation (provided, however, that the Board of Directors of the Company may amend, modify or withdraw exclude such recommendation if from the Board determinesProxy Statement and otherwise change its recommendation if, following consultation with the Company's outside legal counselpursuant to Section 5.5, that such action it is required in order permitted to comply with applicable law and so long as the Board submits the Merger endorse, recommend or approve and/or agree on a Superior Proposal). Subject to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding SharesSection 5.5, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each of the Company and Numico shall use its reasonable best efforts to cause solicit from shareholders of the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable and to solicit Company proxies in favor of the adoption of the Merger Agreement and the approval of the Merger; provided, however, in the event the Board withdraws its recommendation for the adoption of the Merger Agreement and the approval of the Merger, the Company shall solicit proxies regarding the Merger this Agreement and the Merger in a neutral fashion; provided and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Merger. Without limiting the generality of the foregoing, the Company agrees that such obligation its obligations pursuant to solicit proxies in a neutral fashion the first sentence of this Section 5.1 shall not prohibit be affected in any way by the commencement, public proposal, public disclosure or communication to the Company of a Competing Proposed Transaction or by any modification or withdrawal by the Board from communicating of Directors of its recommendation with respect to this Agreement and the basis for its determination not to make a recommendation to the extent required under the FBCAMerger.

Shareholder Meeting. Pursuant CFB will submit to its shareholders this Agreement and any other matters required to be approved or adopted by shareholders in order to carry out the intentions of this Agreement; provided, however, that if CFFG’s obligation to vote in favor of this Agreement and the Merger Agreementpursuant to Section 5.14 terminates as set forth therein, CFB need not submit this Agreement and the Company shallMerger to its shareholders for consideration. In furtherance of that obligation, at Numico's option CFB will take, in accordance with applicable law and direction its charter and as soon as practicablebylaws, either (i) duly all action necessary to call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders “Shareholder Meeting"”) or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting as promptly as practicable for the purpose of obtaining the requisite number considering and voting on approval and adoption of votes to adopt the Merger this Agreement and the Merger transactions provided for in this Agreement. In addition, the Company shall, through the Board, recommend CFB’s board of directors will use all reasonable best efforts to its obtain from CFB’s shareholders that they a vote in favor of the adoption of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of this Agreement. Except as provided in this Agreement, (i) CFB’s board of directors shall recommend to CFB’s shareholders the Merger and adoption approval of this Agreement, (ii) the Proxy Statement shall include a statement to the effect that CFB’s board of directors has recommended that CFB’s shareholders vote in favor of the Merger Agreementapproval of this Agreement and (iii) neither CFB’s board of directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, the recommendation of CFB’s board of directors that CFB’s shareholders vote in favor of the approval of this Agreement or make any statement in connection with the Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”). Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, foregoing and the parties to the Merger Agreement shall, subject to the provisions first sentence of this Section 12 herein5.8, if (x) CFFG and CFB have complied in all material respects with its obligations under Section 5.1, (y) CFFG or CFB (1) has received an unsolicited bona fide written Acquisition Proposal from a third party that CFFG’s or CFB’s board of directors concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments that may be offered by First Savings pursuant to clause (3) below, (2) has notified First Savings, at least five business days in advance, of it is intention to effect a Change in Recommendation, specifying the request material terms and conditions of Numico, take all necessary any such Superior Proposal and appropriate action furnishing to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without First Savings a meeting of shareholders copy of the Company. The Merger Agreement provides thatrelevant proposed transaction documents, if required by applicable lawsuch exist, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC person making such Superior Proposal and (3) during the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each period of not less than five business days following CFFG’s or CFB’s delivery of the Company notice referred to in clause (2) above and Numico shall use its before effecting such Change in Recommendation, has negotiated, and has used reasonable best efforts to cause the Proxy Statement its financial and legal advisors to be mailed negotiate, with First Savings in good faith (to the Company's shareholdersextent that First Savings desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal and (z) CFFG’s or CFB’s board of directors, as promptly as practicable after consultation with and based on the advice of counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to solicit proxies recommend this Agreement, then in favor submitting the Agreement to shareholders at the Shareholder Meeting it may submit the Agreement without recommendation, or following submission of the adoption of the Merger Agreement and the approval of the Merger; providedto shareholders it may withdraw, howeveramend or modify its recommendation, in which case the event the Board withdraws its recommendation for the adoption board of the Merger Agreement and the approval of the Merger, the Company shall solicit proxies regarding the Merger Agreement and the Merger in a neutral fashion; provided that such obligation to solicit proxies in a neutral fashion shall not prohibit the Board from communicating directors may communicate the basis for its determination not lack of a recommendation, or the withdrawal, amendment or modification of its recommendation, to make a recommendation the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required under the FBCAby law.