Common use of Shareholder Meeting Clause in Contracts

Shareholder Meeting. (a) Stewardship will call a special meeting of its shareholders (the “Stewardship Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Columbia as soon as reasonably practicable after receipt of clearance from the SEC of the Proxy Statement as set forth in Section 6.3(b), but in any event shall hold the special meeting no later than sixty (60) days after receipt of such SEC clearance . The Board of Directors of Stewardship will recommend that the shareholders approve this Agreement and the Merger (the “Stewardship Board Recommendation”), and Stewardship will use its best efforts (including soliciting proxies for such approval) to obtain the Required Stewardship Shareholder Vote. The Stewardship Board Recommendation may not be withdrawn or modified in a manner adverse to Columbia, and no resolution by the Board of Directors of Stewardship or any committee thereof to withdraw or modify the Stewardship Board Recommendation in a manner adverse to Stewardship may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required Stewardship Shareholder Vote, the Board of Directors of Stewardship may withdraw, qualify or modify the Stewardship 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 5.7, if the Board of Directors of Stewardship 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 Stewardship Board Recommendation”). In determining whether to make a Change of Stewardship Board Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of Stewardship will take into account any changes to the terms of this Agreement proposed by Columbia or any other information provided by Columbia in response to such notice. For the avoidance of doubt, nothing contained in this Agreement shall prohibit the Board of Directors of Stewardship from (i) taking and disclosing to its shareholders, as applicable, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, (ii) making any disclosure to its shareholders, as applicable, if the Board of Directors of Stewardship determines in good faith, after consultation with its outside counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the directors’ duties to shareholders under, or would violate applicable Law; or (iii) making accurate disclosure to its shareholders, as applicable, of factual information regarding the business, financial condition or results of operations of Stewardship or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (and such disclosure shall not be deemed to be a Change of the Stewardship Board Recommendation), it being understood that any “stop, look and listen” communication that contains only the information set forth in Rule 14d-9(f) shall not be deemed in and of itself to be a Change of the Stewardship Board Recommendation. (b) For the purposes of holding the Stewardship Shareholder Meeting, within thirty (30) days after the date of execution of this Agreement, Stewardship will prepare and file with the SEC pursuant to the Exchange Act the proxy solicitation materials (the “Proxy Statement”) that, in all material respects, shall be in such form, and contain or be accompanied by such information regarding the Stewardship Shareholder Meeting, this Agreement, the parties hereto, the Merger and other matters described herein, as is required by all applicable laws, rules and regulations, and otherwise that a reasonable shareholder of Stewardship would consider material in connection with the Stewardship Shareholder Meeting. Stewardship will provide a copy of the proposed Proxy Statement in preliminary form to Columbia for its review and comment prior to its being printed and distributed to Stewardship’s shareholders and will consider in good faith any comments provided by Columbia on the proposed Proxy Statement. (c) Columbia will furnish such information concerning Columbia and its Subsidiaries, including Columbia Bank, as is necessary in order to cause the Proxy Statement, insofar as it relates to Columbia and its Subsidiaries, including Columbia Bank, to be prepared in accordance with Section 6.3(b). Columbia agrees promptly to notify Stewardship if at any time prior to the Stewardship Shareholder Meeting any information provided by Columbia in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omission. (d) None of the information relating to Columbia and its Subsidiaries, including Columbia Bank, that is provided by Columbia for inclusion in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) None of the information relating to Stewardship and the other Stewardship Entities that is included in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) Stewardship will bear all printing and mailing costs in connection with the preparation and mailing of the Proxy Statement to Stewardship’s shareholders.

Shareholder Meeting. (a) Stewardship First Valley Bancorp will call 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. In furtherance of that obligation, First Valley Bancorp will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a special meeting of its shareholders (the “Stewardship Shareholder Meeting”) as promptly as practicable for the purpose of considering and voting upon on approval and adoption of this Agreement and the Merger, and will schedule such meeting based on consultation with Columbia as soon as reasonably practicable after receipt of clearance from the SEC of the Proxy Statement as set forth transactions provided for in Section 6.3(b), but in any event shall hold the special meeting no later than sixty (60) days after receipt of such SEC clearance this Agreement. The First Valley Bancorp’s Board of Directors of Stewardship will recommend that the shareholders approve this Agreement and the Merger (the “Stewardship Board Recommendation”), and Stewardship will use its best efforts (including soliciting proxies for such approval) to obtain the Required Stewardship Shareholder Votefrom First Valley Bancorp’s shareholders a vote approving this Agreement. The Stewardship Board Recommendation may not be withdrawn or modified Except as provided in a manner adverse to Columbiathis Agreement, and no resolution by the (i) First Valley Bancorp’s Board of Directors shall recommend to First Valley Bancorp’s shareholders approval of Stewardship or this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that First Valley Bancorp’s Board of Directors has recommended that First Valley Bancorp’s shareholders vote in favor of the approval of this Agreement and (iii) neither First Valley Bancorp’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw withdraw, amend or modify modify, the Stewardship recommendation of First Valley Bancorp’s Board Recommendation of Directors that First Valley Bancorp’s shareholders vote in favor of approval of this Agreement or make any statement in connection with the Shareholder Meeting inconsistent with such recommendation (collectively, a manner adverse to Stewardship may be adopted; provided, however, that notwithstanding “Change in Recommendation”). Notwithstanding the foregoing, if (x) First Valley Bancorp has complied in all material respects with its obligations under Section 5.1, (y) First Valley Bancorp (1) has received an unsolicited bona fide written Acquisition Proposal from a third party that First Valley Bancorp’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 New England Bancshares pursuant to clause (3) below, (2) has notified New England Bancshares, at least five business days in advance, of it is intention to effect a Change in Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to New England Bancshares a copy of the relevant proposed transaction documents, if such exist, with the Person making such Superior Proposal and (3) during the period of not less than five business days following First Valley Bancorp’s delivery of the notice referred to in clause (2) above and prior to effecting such Change in Recommendation, has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with New England Bancshares in good faith (to the adoption extent that New England Bancshares desires to negotiate) to make such adjustments in the terms and conditions of this Agreement by the Required Stewardship Shareholder Vote, the so that such Acquisition Proposal ceases to constitute a Superior Proposal and (z) First Valley Bancorp’s Board of Directors of Stewardship may withdraw, qualify or modify the Stewardship 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 5.7, if the Board of Directors of Stewardship determines in good faithDirectors, after consultation with outside and based on the advice of counsel, determines in good faith that failure to do so it would be likely to result in a breach violation of its fiduciary duties under applicable law (a “Change to recommend this Agreement, then in submitting the Agreement to shareholders at the Shareholder Meeting it may submit the Agreement without recommendation, or following submission of Stewardship Board Recommendation”). In determining whether the Agreement to make a Change of Stewardship Board Recommendation shareholders it may withdraw, amend or modify its recommendation, in response to a Superior Proposal or otherwise, which case the Board of Directors may communicate the basis for its lack of Stewardship will take into account any changes a recommendation, or the withdrawal, amendment or modification of its recommendation, to the terms of this Agreement proposed by Columbia or any other information provided by Columbia shareholders in response to such notice. For the avoidance of doubt, nothing contained in this Agreement shall prohibit the Board of Directors of Stewardship from (i) taking and disclosing to its shareholders, as applicable, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, (ii) making any disclosure to its shareholders, as applicable, if the Board of Directors of Stewardship determines in good faith, after consultation with its outside counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the directors’ duties to shareholders under, or would violate applicable Law; or (iii) making accurate disclosure to its shareholders, as applicable, of factual information regarding the business, financial condition or results of operations of Stewardship or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (and such disclosure shall not be deemed to be a Change of the Stewardship Board Recommendation), it being understood that any “stop, look and listen” communication that contains only the information set forth in Rule 14d-9(f) shall not be deemed in and of itself to be a Change of the Stewardship Board Recommendation. (b) For the purposes of holding the Stewardship Shareholder Meeting, within thirty (30) days after the date of execution of this Agreement, Stewardship will prepare and file with the SEC pursuant to the Exchange Act the proxy solicitation materials (the “Proxy Statement”) that, in all material respects, shall be in such form, and contain or be accompanied by such information regarding the Stewardship Shareholder Meeting, this Agreement, the parties hereto, the Merger and other matters described herein, as is required by all applicable laws, rules and regulations, and otherwise that a reasonable shareholder of Stewardship would consider material in connection with the Stewardship Shareholder Meeting. Stewardship will provide a copy of the proposed Proxy Statement in preliminary form to Columbia for its review and comment prior to its being printed and distributed to Stewardship’s shareholders and will consider in good faith any comments provided by Columbia on the proposed Proxy Statement. (c) Columbia will furnish such information concerning Columbia and its Subsidiaries, including Columbia Bank, as is necessary in order to cause the Proxy Statement, insofar as it relates to Columbia and its Subsidiaries, including Columbia Bank, to be prepared in accordance with Section 6.3(b). Columbia agrees promptly to notify Stewardship if at any time prior -Prospectus or an appropriate amendment or supplement thereto to the Stewardship Shareholder Meeting any information provided extent required by Columbia in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omissionlaw. (d) None of the information relating to Columbia and its Subsidiaries, including Columbia Bank, that is provided by Columbia for inclusion in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) None of the information relating to Stewardship and the other Stewardship Entities that is included in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) Stewardship will bear all printing and mailing costs in connection with the preparation and mailing of the Proxy Statement to Stewardship’s shareholders.

Shareholder Meeting. (a) Stewardship Home Building Bancorp will call 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. In furtherance of that obligation, Home Building Bancorp will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a special meeting of its shareholders (the “Stewardship Shareholder Meeting”"SHAREHOLDER MEETING") as promptly as practicable for the purpose of considering and voting upon on approval and adoption of this Agreement and the Merger, and will schedule such meeting based on consultation with Columbia as soon as reasonably practicable after receipt of clearance from the SEC of the Proxy Statement as set forth transactions provided for in Section 6.3(b), but in any event shall hold the special meeting no later than sixty (60) days after receipt of such SEC clearance this Agreement. The Home Building Bancorp's Board of Directors will use all reasonable best efforts to obtain from Home Building Bancorp's shareholders a vote approving this Agreement. Except as provided in this Agreement, (i) Home Building Bancorp's Board of Stewardship will Directors shall recommend to Home Building Bancorp's shareholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that Home Building Bancorp's Board of Directors has recommended that Home Building Bancorp's shareholders vote in favor of the shareholders approve approval of this Agreement and the Merger (the “Stewardship Board Recommendation”), and Stewardship will use its best efforts (including soliciting proxies for such approvaliii) to obtain the Required Stewardship Shareholder Vote. The Stewardship Board Recommendation may not be withdrawn or modified in a manner adverse to Columbia, and no resolution by the neither Home Building Bancorp's Board of Directors of Stewardship or nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw withdraw, amend or modify modify, the Stewardship recommendation of Home Building Bancorp's Board Recommendation of Directors that Home Building Bancorp's shareholders vote in favor of approval of this Agreement or make any statement in connection with the Shareholder Meeting inconsistent 41 with such recommendation (collectively, a manner adverse to Stewardship may be adopted; provided, however, that notwithstanding "CHANGE IN RECOMMENDATION"). Notwithstanding the foregoing, if (x) Home Building Bancorp has complied in all material respects with its obligations under SECTION 5.1, (y) Home Building Bancorp (1) has received an unsolicited bona fide written Acquisition Proposal from a third party that Home Building Bancorp'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 Bancorp pursuant to clause (3) below, (2) has notified First Bancorp, at least five business days in advance, of it is intention to effect a Change in Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to First Bancorp a copy of the relevant proposed transaction documents, if such exist, with the person making such Superior Proposal and (3) during the period of not less than five business days following Home Building Bancorp's delivery of the notice referred to in clause (2) above and prior to effecting such Change in Recommendation, has negotiated, and has used reasonable best efforts to cause its financial and legal advisors to negotiate, with First Bancorp in good faith (to the adoption extent that First Bancorp desires to negotiate) to make such adjustments in the terms and conditions of this Agreement by the Required Stewardship Shareholder Vote, the so that such Acquisition Proposal ceases to constitute a Superior Proposal and (z) Home Building Bancorp's Board of Directors of Stewardship may withdraw, qualify or modify the Stewardship 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 5.7, if the Board of Directors of Stewardship determines in good faithDirectors, after consultation with outside and based on the advice of counsel, determines in good faith that failure to do so it would be likely to result in a breach violation of its fiduciary duties under applicable law (a “Change to recommend this Agreement, then in submitting the Agreement to shareholders at the Shareholder Meeting it may submit the Agreement without recommendation, or following submission of Stewardship Board Recommendation”). In determining whether the Agreement to make a Change of Stewardship Board Recommendation shareholders it may withdraw, amend or modify its recommendation, in response to a Superior Proposal or otherwise, which case the Board of Directors may communicate the basis for its lack of Stewardship will take into account any changes a recommendation, or the withdrawal, amendment or modification of its recommendation, to the terms of this Agreement proposed by Columbia or any other information provided by Columbia shareholders in response to such notice. For the avoidance of doubt, nothing contained in this Agreement shall prohibit the Board of Directors of Stewardship from (i) taking and disclosing to its shareholders, as applicable, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, (ii) making any disclosure to its shareholders, as applicable, if the Board of Directors of Stewardship determines in good faith, after consultation with its outside counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the directors’ duties to shareholders under, or would violate applicable Law; or (iii) making accurate disclosure to its shareholders, as applicable, of factual information regarding the business, financial condition or results of operations of Stewardship or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (and such disclosure shall not be deemed to be a Change of the Stewardship Board Recommendation), it being understood that any “stop, look and listen” communication that contains only the information set forth in Rule 14d-9(f) shall not be deemed in and of itself to be a Change of the Stewardship Board Recommendation. (b) For the purposes of holding the Stewardship Shareholder Meeting, within thirty (30) days after the date of execution of this Agreement, Stewardship will prepare and file with the SEC pursuant to the Exchange Act the proxy solicitation materials (the “Proxy Statement”) that, in all material respects, shall be in such form, and contain or be accompanied by such information regarding the Stewardship Shareholder Meeting, this Agreement, the parties hereto, the Merger and other matters described herein, as is required by all applicable laws, rules and regulations, and otherwise that a reasonable shareholder of Stewardship would consider material in connection with the Stewardship Shareholder Meeting. Stewardship will provide a copy of the proposed Proxy Statement in preliminary form to Columbia for its review and comment prior to its being printed and distributed to Stewardship’s shareholders and will consider in good faith any comments provided by Columbia on the proposed Proxy Statement. (c) Columbia will furnish such information concerning Columbia and its Subsidiaries, including Columbia Bank, as is necessary in order to cause the Proxy Statement, insofar as it relates to Columbia and its Subsidiaries, including Columbia Bank, to be prepared in accordance with Section 6.3(b). Columbia agrees promptly to notify Stewardship if at any time prior -Prospectus or an appropriate amendment or supplement thereto to the Stewardship Shareholder Meeting any information provided extent required by Columbia in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omissionlaw. (d) None of the information relating to Columbia and its Subsidiaries, including Columbia Bank, that is provided by Columbia for inclusion in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) None of the information relating to Stewardship and the other Stewardship Entities that is included in the Proxy Statement will, at the time of mailing the Proxy Statement to Stewardship’s shareholders, at the time of the Stewardship Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) Stewardship will bear all printing and mailing costs in connection with the preparation and mailing of the Proxy Statement to Stewardship’s shareholders.