Common use of Shareholders' Approval Clause in Contracts

Shareholders' Approval. Leslie's California shall take all ---------------------- actions reasonably necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of its shareholders as soon as reasonably practicable for the purpose of considering and approving the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Special Meeting"). In --------------- connection with the Special Meeting, the board of directors of Leslie's California shall recommend that the shareholders of Leslie's California vote to approve the principal terms of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction. Proxy Materials and Schedule 13E-3. ---------------------------------- (a) In connection with the Special Meeting, Leslie's California shall prepare and file a preliminary proxy statement relating to the transactions contemplated by the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Preliminary Proxy Statement") with --------------------------- the Securities and Exchange Commission (the "SEC") and shall use its reasonable --- best efforts to respond to the comments of the SEC and to cause a definitive proxy statement to be mailed to Leslie's California's shareholders (the "Definitive Proxy Statement"), all as soon as reasonably practicable; provided, -------------------------- that prior to the filing of each of the Preliminary Proxy Statement and the Definitive Proxy Statement, Leslie's California shall consult with Poolmart with respect to such filings and shall afford Poolmart reasonable opportunity to comment thereon. Poolmart shall provide Leslie's California with any information for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement which may be required under applicable law and which is reasonably requested by Leslie's California. Leslie's California shall promptly notify Poolmart of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and will promptly supply Poolmart with copies of all correspondence between Leslie's California or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or the Merger Transaction. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, Leslie's California will promptly inform Poolmart. In such case, Leslie's California, with the cooperation of Poolmart, will, upon learning of such event, promptly prepare and mail such amendment or supplement; provided, that prior to such mailing, Leslie's California shall consult with Poolmart with respect to such amendment or supplement and shall afford Poolmart reasonable opportunity to comment thereon. Leslie's California will notify Poolmart at least 24 hours prior to the mailing of the Definitive Proxy Statement, or any amendment or supplement thereto, to the shareholders of Leslie's California. (b) Leslie's California shall prepare and file concurrently with the filing of the Preliminary Proxy Statement, a Statement on Schedule 13E-3 ("Schedule 13E-3") with the SEC. If at any time prior to the Special Meeting ---------------- any event should occur which is required by applicable law to be set forth in an amendment of, or supplement to, the Schedule 13E-3, Leslie's California shall file such amendments or supplements.

Shareholders' Approval. Leslie's California (a) SB and EWB shall take all ---------------------- actions reasonably necessary prepare a joint prospectus and proxy statement to be mailed as promptly as possible to SB shareholders in accordance connection with applicable law the required approval of the SB shareholders of this Agreement and its articles of incorporation the transactions contemplated hereby (referred to together hereafter as the “Information Statement”). SB shall (i) duly call, give notice of, convene, and bylaws to convene hold a meeting of its shareholders to be held as soon as reasonably practicable following the date hereof for the purpose of considering and approving obtaining the principal terms of the Reincorporation Merger Agreement, requisite shareholder approvals required in connection with this Agreement and the Merger Transaction transactions contemplated hereby; and (the "Special Meeting")ii) through its board of directors, unanimously recommend to its shareholders approval of such matters. In --------------- The Information Statement shall include such information as is required in connection with the Special Meetingregistration of the EWBC Common Stock to be issued at the Effective Time or such information as is required in connection with a permit application pursuant to Section 25121 of the CGCL, as determined by the mutual agreement of the parties. The Information Statement shall include the recommendation of the board of directors of Leslie's California shall recommend that the shareholders of Leslie's California vote to approve the principal terms SB in favor of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction. Proxy Materials and Schedule 13E-3. ---------------------------------- (a) In connection with the Special Meeting, Leslie's California shall prepare conclusion of the board of directors of SB that the terms and file a preliminary proxy statement relating conditions of the Merger are fair and reasonable to the transactions contemplated by the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Preliminary Proxy Statement") with --------------------------- the Securities and Exchange Commission (the "SEC") and shall use its reasonable --- best efforts to respond SB. Anything to the comments of contrary contained herein notwithstanding, SB shall not include in the SEC and to cause a definitive proxy statement to be mailed to Leslie's California's shareholders (the "Definitive Proxy Statement"), all as soon as reasonably practicable; provided, -------------------------- that prior to the filing of each of the Preliminary Proxy Information Statement and the Definitive Proxy Statement, Leslie's California shall consult with Poolmart any information with respect to such filings and shall afford Poolmart reasonable opportunity to comment thereon. Poolmart shall provide Leslie's California with any information for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement which may be required under applicable law and which is reasonably requested by Leslie's California. Leslie's California shall promptly notify Poolmart of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and will promptly supply Poolmart with copies of all correspondence between Leslie's California EWB or its representatives, on the one hand, and the SEC affiliates or members of its staff, on the other hand, with respect to the Preliminary Proxy Statementassociates, the Definitive Proxy Statement or the Merger Transaction. If at any time prior to the Special Meeting any event should occur form and content of which is required information shall not have been approved by applicable law to be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, Leslie's California will promptly inform Poolmart. In such case, Leslie's California, with the cooperation of Poolmart, will, upon learning of such event, promptly prepare and mail such amendment or supplement; provided, that EWB prior to such mailing, Leslie's California shall consult with Poolmart with respect to such amendment or supplement inclusion. SB represents and shall afford Poolmart reasonable opportunity to comment thereon. Leslie's California will notify Poolmart at least 24 hours prior to covenants that the mailing of the Definitive Proxy Statement, or Information Statement and any amendment or supplement thereto, at the date of mailing to the shareholders of Leslie's CaliforniaSB and the date of the meeting of SB’s shareholders to be held in connection with the Agreement and the Merger will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that SB makes no representations or covenants with respect to information provided to SB in writing by EWB specifically for inclusion in the Information Statement and EWB hereby represents that any such information so provided by EWB will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The parties shall cooperate with each other in the preparation of the Information Statement and SB shall provide EWB an opportunity to review and comment upon a final draft of the Information Statement prior to its mailing to SB’s shareholders. (b) Leslie's California Certain SB shareholders have executed the Shareholder Agreement attached hereto as Exhibit A providing that they shall prepare and file concurrently with the filing vote all SB Common Stock in which they have a beneficial interest in favor of the Preliminary Proxy Statement, a Statement on Schedule 13E-3 ("Schedule 13E-3") with the SEC. If at any time prior to the Special Meeting ---------------- any event should occur which is required by applicable law to be set forth in an amendment of, or supplement toAgreement, the Schedule 13E-3, Leslie's California shall file such amendments or supplementsMerger and the other transactions contemplated in this Agreement.

Shareholders' Approval. Leslie's California (a) Seller shall take all ---------------------- actions reasonably necessary in accordance with applicable law call, give notice of, convene and its articles of incorporation and bylaws to convene hold a meeting of its shareholders (the “Shareholder Meeting”) as soon as reasonably practicable after the Proxy Statement is mailed for the purpose of considering and approving obtaining the principal terms of the Reincorporation Merger Agreement, Requisite Vote required in connection with this Agreement and the Merger Transaction (the "Special Meeting"). In --------------- connection with the Special Meeting, the board of directors of Leslie's California shall recommend that the shareholders of Leslie's California vote to approve the principal terms of the Reincorporation Merger Agreement, this Agreement Transactions and the Merger Transaction. Proxy Materials and Schedule 13E-3. ---------------------------------- (a) In connection with the Special Meeting, Leslie's California shall prepare and file a preliminary proxy statement relating to the transactions contemplated by the Reincorporation Merger Agreement, this Agreement and the Merger Transaction (the "Preliminary Proxy Statement") with --------------------------- the Securities and Exchange Commission (the "SEC") and Seller shall use its commercially reasonable --- best efforts to respond cause such meeting to the comments of the SEC and to cause a definitive proxy statement to be mailed to Leslie's California's shareholders (the "Definitive Proxy Statement"), all occur as soon as reasonably practicable; provided. Seller (and its Board of Directors) shall use its commercially reasonable efforts to obtain from its shareholders the Requisite Vote, -------------------------- that prior including by communicating to its shareholders its recommendation (and including such recommendation in the filing of each of the Preliminary Proxy Statement and the Definitive Proxy Statement, Leslie's California shall consult with Poolmart with respect to such filings and shall afford Poolmart reasonable opportunity to comment thereon. Poolmart shall provide Leslie's California with any information for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement which may be required under applicable law and which is reasonably requested by Leslie's California. Leslie's California shall promptly notify Poolmart of the receipt of the comments of the SEC and of any request from the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and will promptly supply Poolmart with copies of all correspondence between Leslie's California or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or the Merger Transaction. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, Leslie's California will promptly inform Poolmart. In such case, Leslie's California, with the cooperation of Poolmart, will, upon learning of such event, promptly prepare and mail such amendment or supplement; provided, ) that prior to such mailing, Leslie's California shall consult with Poolmart with respect to such amendment or supplement and shall afford Poolmart reasonable opportunity to comment thereon. Leslie's California will notify Poolmart at least 24 hours prior to the mailing of the Definitive Proxy Statement, or any amendment or supplement thereto, to the shareholders of Leslie's CaliforniaSeller approve this Agreement, the Transactions and the Plan of Dissolution (the “Board Recommendation”). (b) Leslie's California Seller and its Board of Directors shall prepare and file concurrently with not (i) withhold, withdraw, modify or qualify in a manner adverse to Purchaser the filing of Board Recommendation, (ii) fail to make the Preliminary Board Recommendation in the Proxy Statement, a Statement on Schedule 13E-3 ("Schedule 13E-3"iii) with adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the SEC. If at any time Board Recommendation, in each case, within ten (10) Business Days (or such fewer number of days as remains prior to the Special Meeting ---------------- Shareholder Meeting) after an Acquisition Proposal is made public or any request by Purchaser to do so or (v) publicly propose to do any of the foregoing (any of the foregoing described in clauses (i) through (v), a “Recommendation Change”). (c) Notwithstanding anything in this Agreement to the contrary, subject to Section 9.1 and Section 9.2, prior to the receipt of the Requisite Vote, the Board of Directors of Seller may submit this Agreement to its shareholders without recommendation (which, for the avoidance of doubt, constitutes a Recommendation Change), in which event should occur which is the Board of Directors of Seller may communicate the basis for its lack of recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Law (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), if (i) (A) the Board of Directors of Seller has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 5.4(a), which it believes in good faith, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, constitutes a Superior Proposal (in which event, subject to compliance with the entirety of this Section 5.3(c) and prior to the receipt of the Requisite Vote, the Board of Directors of Seller may cause Seller Bank to terminate this Agreement pursuant to Section 9.1(g) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal) or (B) an Intervening Event has occurred, and (ii) the Board of Directors of Seller, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that failure to take such actions would be inconsistent with its fiduciary duties under applicable law Law, in each case, if, but only if, (1) the Seller Parties have complied in all material respects with Section 5.4(a), (2) the Seller Parties deliver to Purchaser at least three (3) Business Days’ prior written notice of its intention to take such action, and furnish to Purchaser a reasonable description of the events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, a copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (3) prior to taking such action, the Seller Parties negotiate, and direct their financial, legal, and other advisors to negotiate, in good faith with Purchaser, during the three (3) Business Day period following the Seller Parties’ delivery of the notice referred to in sub-clause (2) above (to the extent Purchaser desires to so negotiate) any revision to the terms of this Agreement that Purchaser desires to propose (it being understood that such negotiations may be on a nonexclusive basis with respect to other negotiations or discussions permitted by this Section 5.3), and (4) after the conclusion of such three (3) Business Day period, the Board of Directors of Seller determines in good faith, after giving effect to all of the adjustments or revisions (if any) committed to by Purchaser in writing pursuant to sub-clause (3) above, that, in the case of actions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and in case of actions described in either clause (i)(A) or clause (i)(B) above, it nevertheless would be inconsistent with its fiduciary duties under applicable Law to make or continue to make the recommendation to the shareholders of Seller that they approve this Agreement and the Transactions (it being agreed that, if such actions are being taken in response to an Acquisition Proposal, in the event that, following delivery of the notice referred to in sub-clause (2) above, there is any material revision to the terms of such Acquisition Proposal, including any revision in price or other improvement in economic terms, the three (3) Business Day period during which the parties agree to negotiate in good faith shall be extended, if applicable, to ensure that at least two (2) Business Days remain to negotiate subsequent to the txxx Xxxxxx Bank notifies Purchaser of any such material revision (it being understood that there may be multiple extensions)). (d) Notwithstanding any Recommendation Change, unless this Agreement has been terminated, the Shareholder Meeting shall be convened and this Agreement shall be submitted to the shareholders of Seller at such meeting for the purpose of the shareholders of Seller considering and voting on an approval of this Agreement and any other matters required to be set forth approved by the shareholders of Seller in an amendment oforder to consummate the transactions contemplated by this Agreement. Additionally, unless this Agreement has been terminated, Seller shall not submit to or supplement tofor a vote of its shareholders any Acquisition Proposal. (e) Seller (i) shall adjourn or postpone the Shareholder Meeting if as of the date of such meeting there are insufficient shares of common stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of such meeting, and (ii) may adjourn or postpone the Schedule 13E-3Shareholder Meeting if as of the date of such meeting Seller has not received proxies representing a sufficient number of shares of common stock necessary for the approval of this Agreement by the shareholders of Seller; provided, Leslie's California that, without the prior written consent of Purchaser, Seller shall file not adjourn or postpone the Shareholder Meeting for more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that the Shareholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clause (i) exists, and such amendments Shareholder Meeting may be adjourned or supplementspostponed every time the circumstances described in the foregoing clause (ii) exists); and provided, further, that the Shareholder Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Outside Date.