Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), and (ii) subject to the terms of this Agreement, (A) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendation of the Company Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted in favor of the approval of this Agreement and the Transactions. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyColonial, acting through the Company Boardits Board of Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, law: (ia) duly Duly call, give notice of, convene and hold an annual or special a meeting of its shareholders (the "Shareholders' Meeting") as promptly soon as reasonably practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose purposes of considering approving and taking action on adopting this Purchase and Assumption Agreement and the Transactions transactions contemplated hereby; (b) Require no greater than the “Shareholders’ Meeting”), and (ii) subject to the terms of this Agreement, (A) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendation minimum vote of the Company Board that the shareholders outstanding shares of the Company Colonial common stock required by applicable Arizona law in order to approve this Agreement and the Transactions and transactions contemplated hereby; (Bc) use Subject to its reasonable best efforts fiduciary duties to obtain such approval. The Company shall ensure the shareholders of Colonial, include in the Proxy Statement (defined in (d) below) the recommendation of its Board of Directors that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted shareholders of Colonial vote in favor of the approval and adoption of the this Agreement and the transactions contemplated hereby; and (d) Cause the Proxy Statement to be mailed to the shareholders of Colonial as soon as practicable, and use its best efforts to obtain the approval and adoption of this Agreement and the Transactions. (b) Without limiting the generality transactions contemplated hereby by shareholders of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold Colonial at the Shareholders’ Meeting after ' Meeting. The letter to shareholders, notice of meeting, proxy statement and form of proxy to be distributed to shareholders in connection with this Agreement and the Acceptance Date transactions contemplated hereby shall not be affected by in form and substance reasonably satisfactory to First State Bank and are collectively referred to herein as the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal"Proxy Statement. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company."

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyANBFC, acting through the Company Boardits Board of Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, (i) duly law: A. Duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”)) as soon as practicable for the purposes of (i) approving and adopting the Merger and the Merger Agreement and the transactions contemplated hereby and thereby, and (ii) subject approving and ratifying the payment of amounts as a result of the cashless exercise of the ANBFC Options and any other payments made in connection with the Merger (sometimes collectively referred to as the “Parachute Payments”), to the terms extent that such Parachute Payments constitute “excess parachute payments” under Section 280G(b) of this the Internal Revenue Code of 1986, as amended (the “Code”); B. Require (i) no greater than the minimum vote of the ANBFC Stock required by applicable law in order to approve the Merger and the Merger Agreement, and (Aii) the requisite vote of the ANBFC Shareholders to approve the Parachute Payments under Section 280G(b)(5)(A)(ii) of the Code; C. Subject to its fiduciary duties to the shareholders of ANBFC, include in the Proxy Statement, and not subsequently withdraw or modify Statement (defined in any manner adverse to Purchaser or Parent, Section 1.09D below) the unanimous recommendation of the Company its Board of Directors that the shareholders of ANBFC vote in favor of (i) the Company approve this approval and adoption of the Merger and the Merger Agreement and the Transactions transactions contemplated hereby and thereby, and (Bii) the Parachute Payments; and D. Cause the Proxy Statement to be mailed to the shareholders of ANBFC as soon as practicable, and use its reasonable best efforts to obtain such approval. The Company shall ensure that (i) the approval and adoption of the Merger and the Merger Agreement by shareholders holding at least the minimum number of shares of ANBFC Stock entitled to vote at the Shareholders’ Meeting is called, noticed, convened, held necessary to approve the Merger and conductedthe Merger Agreement under applicable law, and that all parties solicited (ii) the approval and ratification of the Parachute Payments in accordance with Section 280G(b)(5)(A)(ii) of the Code. The letter to shareholders, notice of meeting, proxy statement and form of proxy to be distributed to shareholders in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted in favor of the approval of this Agreement Merger and the TransactionsMerger Agreement shall be in form and substance satisfactory to Summit BHC and are collectively referred to herein as the “Proxy Statement. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.”

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyCBI, acting through the Company CBI Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, Law: (ia) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), ) as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (iiforming a part of the Registration Statement) subject to become effective with the terms SEC for the purpose of approving and adopting this Agreement, the Merger, and the transactions contemplated hereby; (Ab) require no greater than the minimum vote of the capital stock of CBI, required by applicable Law in order to approve this Agreement, the Merger and the transactions contemplated hereby; (c) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, /Prospectus the unanimous recommendation of the Company CBI Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted CBI vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby; and (d) cause the Proxy Statement/Prospectus to be mailed to the shareholders of CBI as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of shares of CBI Stock entitled to vote at the Shareholders’ Meeting necessary to approve the foregoing under applicable Law. The letter to shareholders, notice of meeting, proxy statement of CBI and form of proxy to be distributed to shareholders in connection with this Agreement and the TransactionsMerger shall be in form and substance reasonably satisfactory to FFIN and are collectively referred to herein as the “Proxy Statement/Prospectus”. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyOSB, acting through the Company OSB Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, law: (ia) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), ) as soon as practicable for the purpose of approving and (ii) subject to the terms of adopting this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger, and the transactions contemplated hereby; (Ab) require no greater than the minimum vote of the common shares of OSB, par value $1.00 per share (the “OSB Shares”), required by applicable law in order to approve this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger, and the transactions contemplated hereby; (c) include in the Proxy Statement, and not subsequently withdraw or modify /Prospectus (defined in any manner adverse to Purchaser or Parent, Section 1.08(d)) the unanimous recommendation of the Company its Board of Directors that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted OSB vote in favor of the approval and adoption of this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger, and the transactions contemplated hereby; (d) cause the Proxy Statement/Prospectus to be mailed to the shareholders of OSB as soon as practicable, and use its best efforts to obtain the approval and adoption of this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger, and the transactions contemplated hereby by shareholders holding at least the minimum number of OSB Shares entitled to vote at the Shareholders’ Meeting necessary to approve the foregoing under applicable law. The letter to shareholders, notice of meeting, proxy statement of OSB and private placement memorandum of FFIN and form of proxy to be distributed to shareholders in connection with the Merger and the Merger Agreement shall be in form and substance reasonably satisfactory to FFIN and are collectively referred to herein as the “Proxy Statement/Prospectus”; and (e) approve, as sole shareholder of the Bank, the Merger, this Agreement and the Transactionstransactions contemplated hereby. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by applicable Law Subject to a Change in order to consummate the MergerRecommendation in accordance with Section 5.23, the CompanyKBC, acting through the Company KBC Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, Law: (ia) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), ) as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (iiforming a part of the Registration Statement) subject to become effective with the terms SEC for the purpose of approving and adopting this Agreement, the Merger and the transactions contemplated hereby; (Ab) require no greater than the minimum vote of the capital stock of KBC required by applicable Law in order to approve this Agreement, the Merger and the transactions contemplated hereby; (c) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, /Prospectus the unanimous recommendation of the Company KBC Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted KBC vote in favor of the approval and adoption of this Agreement Agreement, the Merger and the Transactionstransactions contemplated hereby; and (d) cause the Proxy Statement/Prospectus to be mailed to the shareholders of KBC as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of shares of KBC Stock entitled to vote at the Shareholders’ Meeting necessary to approve the foregoing under applicable Law. The letter to shareholders, notice of meeting, proxy statement of KBC and form of proxy to be distributed to KBC’s shareholders in connection with the Merger and this Agreement shall be in form and substance reasonably satisfactory to EQBK and are collectively referred to herein as the “Proxy Statement/Prospectus”. (be) Without limiting Notwithstanding anything to the generality of the foregoingcontrary contained in this Agreement, the Company agrees that its obligations pursuant KBC shall not be required to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication if this Agreement is terminated pursuant to Section 9.01 prior to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent scheduled time of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the CompanyShareholders’ Meeting.

Shareholders Meeting. (a) If required by applicable Law Subject to a Change in order to consummate the MergerRecommendation in accordance with Section 5.23, the CompanyEastman, acting through the Company Xxxxxxx Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, Law: (ia) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), ) as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (iiforming a part of the Registration Statement) subject to become effective with the terms SEC for the purpose of approving and adopting this Agreement, the Merger and the transactions contemplated hereby; (Ab) require no greater than the minimum vote of the capital stock of Xxxxxxx required by applicable Law in order to approve this Agreement, the Merger and the transactions contemplated hereby; (c) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, /Prospectus the unanimous recommendation of the Company Xxxxxxx Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted Xxxxxxx vote in favor of the approval and adoption of this Agreement Agreement, the Merger and the Transactionstransactions contemplated hereby; and (d) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxxxx as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of shares of Xxxxxxx Stock entitled to vote at the Shareholders’ Meeting necessary to approve the foregoing under applicable Law. The letter to shareholders, notice of meeting, proxy statement of Xxxxxxx and form of proxy to be distributed to Xxxxxxx’x shareholders in connection with the Merger and this Agreement shall be in form and substance reasonably satisfactory to EQBK and are collectively referred to herein as the “Proxy Statement/Prospectus”. (be) Without limiting Notwithstanding anything to the generality of the foregoingcontrary contained in this Agreement, the Company agrees that its obligations pursuant Xxxxxxx shall not be required to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication if this Agreement is terminated pursuant to Section 9.01 prior to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent scheduled time of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the CompanyShareholders’ Meeting.

Shareholders Meeting. Seller shall: (a) If required by applicable Law in order take all actions reasonably necessary and proper to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, (i) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer Shareholders (or, if later, following the termination of the subsequent offering period, if any“Shareholders Meeting”) for the purpose of considering securing the affirmative vote of seventy-five percent of the vote of those Shareholders present in person or represented by proxy at the general or special general meeting of the Shareholders at which a resolution to approve and taking action on adopt this Agreement and the Transactions as soon as reasonably practicable after the date hereof and, in any event, on or prior to October 13, 2015 pursuant to applicable Law and the Organizational Documents of Seller (such adoption and approval, the “Shareholders’ MeetingRequired Shareholder Approval”), including the dissemination of an information statement and form of proxy that satisfies the requirements under the Bermuda Companies Act 1981 and the Organizational Documents of Seller (collectively, as amended, modified or otherwise supplemented, the “Information Statement”), and shall not postpone, recess or adjourn such meeting; provided that Seller may postpone, recess or adjourn such meeting (i) to the extent required by applicable Law, (ii) subject to allow reasonable additional time to solicit additional proxies to the terms of this Agreementextent Seller reasonably believes necessary in order to obtain the Required Shareholder Approval, (Aiii) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendation if as of the Company time for which the Shareholders Meeting is originally scheduled there are insufficient Preferred Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Ownership Board has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Shareholders prior to the Shareholders Meeting to the extent so determined to be necessary; provided that the shareholders Shareholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than five Business Days after the date on which the Shareholders Meeting was originally scheduled without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed); (b) fully satisfy all of its obligations under the Company approve this Voting Agreement and enforce its rights thereunder; (c) unless the Transactions and (B) Ownership Board has effected a Change in Recommendation, use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is calledRequired Shareholder Approval; (d) unless the Ownership Board has effected a Change in Recommendation, noticed, convened, held and conducted, and that all parties solicited include the Ownership Board Recommendation in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted in favor of the approval of Information Statement; and (e) submit this Agreement and the Transactions. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication Transactions to the Company Shareholders for approval and adoption at the Shareholders Meeting whether or not (i) the Ownership Board shall have effected a Change in Recommendation or (ii) any Acquisition Proposal shall have been proposed or announced or otherwise submitted to Seller or any of any Superior Proposalits Representatives. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the The Company, acting through the Company Boardits Board of Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, law: (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders as promptly as practicable following consummation of (the Offer (or, if later, following the termination of the subsequent offering period, if any"Annual Meeting") for the purpose of considering and taking action on upon the approval of the Merger and the Charter Amendment and the adoption of this Agreement; (ii) prepare and file with the Securities and Exchange Commission (the "SEC") a preliminary proxy or information statement relating to the Merger, the Charter Amendment and this Agreement and use its best efforts (x) to obtain and furnish the Transactions information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the “Shareholders’ Meeting”)"Proxy Statement") to be mailed to its shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (iiy) subject to obtain the terms necessary approvals of the Merger, the Charter Amendment and this Agreement, Agreement by its shareholders; and (Aiii) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, Statement the unanimous recommendation of the Company Board of Directors that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted vote in favor of the approval of this Agreement the Merger and the TransactionsCharter Amendment and the adoption of this Agreement. (b) Without limiting the generality Parent shall vote, or cause to be voted, all of the foregoingshares of Common Stock then owned by it, the Company agrees that Merger Sub or any of its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene other subsidiaries and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, affiliates in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent favor of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause approval of the Merger to become effective in accordance with Section 23-1-40-4 and the adoption of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Companythis Agreement.

Shareholders Meeting. (a) If Purchaser is unable to utilize the provisions of Section 1110 of the CCC, then as soon as practicable following the consummation of the Offer and if required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable Law law and the Company’s its Articles of Incorporation and By-Laws, laws,: (i) duly call, give notice of, convene and hold an annual or a special meeting of its shareholders (the "SPECIAL MEETING") as promptly as practicable following consummation the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on upon the Merger and this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Special Meeting (together with any amendments thereto or supplements thereof, the "PROXY STATEMENT") and use its best efforts (A) to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to any preliminary Proxy Statement and cause a definitive Proxy Statement to be mailed to its shareholders and (B) to obtain the necessary approval of this Agreement and the Transactions by its shareholders; and (the “Shareholders’ Meeting”), and (iiiii) subject to the terms fiduciary obligations of this Agreementthe Company Board under applicable law as advised by outside legal counsel, (A) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, Statement the unanimous recommendation of the Company Board that the shareholders of the Company approve vote in favor of the approval and adoption of the Merger and of this Agreement and the Transactions and Agreement. (Bb) use its reasonable best efforts to obtain such approval. The Parent will provide Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all Company of the Shares then owned by them and it, Purchaser or any of their subsidiaries to be voted and affiliates in favor of the approval of this Agreement and the TransactionsAgreement. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the The Company, acting through the Company BoardBoard of Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, : (ia) duly call, give notice of, convene and hold an annual or a special meeting of its shareholders (the "Shareholders Meeting"), to be held as promptly soon as practicable following consummation of after the Offer (ordate hereof, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), and (ii) subject to the terms of upon this Agreement, ; (Ab) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, Statement the unanimous recommendation of the Company Board of Directors that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted vote in favor of the approval and adoption of this Agreement; notwithstanding anything to the contrary in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if in the good faith opinion of the Board of Directors, after consultation with counsel, such recommendation is reasonably determined to be inconsistent with its fiduciary duties to the Company's shareholders under applicable law; any such withdrawal, modification or amendment shall not constitute a breach of this Agreement; and (c) use all reasonable efforts to promptly prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time following the date hereof and (B) obtain the necessary approvals by its shareholders of this Agreement and the Transactions. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoingtransactions contemplated hereby unless, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent good faith opinion of the then outstanding Company Board of Directors after consultation with its counsel, obtaining such approvals might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law. At such meeting, Parent and Newco will vote all Shares, if any, owned by them in favor of approval and adoption of this Agreement and the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Companytransactions contemplated hereby.

Shareholders Meeting. (ai) If required by applicable Law in order law to consummate the Merger, the CompanyCabot, acting through the Company BoardCabot Board of Trustees, shall, in accordance with the Cabot Charter, Cabot By-Laws and applicable Law and the Company’s Articles of Incorporation and By-Laws, provided that this Agreement shall not have been terminated: (iA) duly call, give notice of, convene and hold an annual or a special meeting of its shareholders the holders of Cabot Common Shares (the "Cabot Common Shareholder Meeting") as promptly as practicable following consummation of the acceptance for payment and payment for Cabot Common Shares by Rooster Acquisition Corp. pursuant to the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on upon the approval of the Merger and the adoption of this Agreement; (B) as promptly as practicable, prepare and file with the SEC a preliminary proxy statement or information statement relating to the Merger and this Agreement and use its commercially reasonable efforts, subject to the Transactions terms of this Agreement, (1) to obtain and furnish the information required to be included by the SEC in the proxy statement or information statement and, after consultation with CalWest, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement or information statement and cause a definitive proxy statement (the “Shareholders’ Meeting”)"Proxy Statement") or information statement, including any amendment or supplement thereto, to be mailed to its shareholders; provided, that no amendment or supplement to the Proxy Statement or information statement will be made by Cabot without consultation with CalWest and its counsel and (ii2) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (C) subject to the terms of this Agreement, (A) include in the Proxy Statement, and not subsequently withdraw Statement or modify in any manner adverse to Purchaser or Parent, information statement (i) the unanimous recommendation of the Company Cabot Board of Trustees that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted Cabot vote in favor of the approval of the Merger and this Agreement and (ii) the TransactionsFairness Opinion. (bii) Without limiting The CalWest Parties shall vote, or cause to be voted, as the generality case may be, all of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, Cabot Common Shares purchased in the event that Purchaser shall hold, together with all Company Shares held Offer or otherwise acquired or owned by Parent, at least 90 percent such parties in favor of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause approval of the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Companyand this Agreement.

Shareholders Meeting. (a) If required by applicable Law in In order to consummate the Mergertransactions contemplated by this Agreement, the CompanySELLER, acting through the Company Boardits Board of Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, law: (i) duly call, give notice of, convene and hold an annual or a special meeting of its shareholders as promptly as practicable following consummation after the date of the Offer (or, if later, following the termination of the subsequent offering period, if any) this Agreement for the purpose of considering voting on the approval and taking action on adoption of this Agreement and the Transactions (the “Shareholders’ Meeting”), and transactions contemplated hereby; (ii) subject prepare and file with the SEC a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby (the "PROXY Statement") and use its best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and to respond promptly to any comments made by the SEC with respect to the terms preliminary Proxy Statement and cause a definitive Proxy Statement to be mailed to its shareholders at the earliest practicable time, provided, however, prior to filing or mailing of this Agreementthe Proxy Statement, SELLER shall allow BUYER to review and make reasonable comments on the Proxy Statement; (Aiii) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, Statement the unanimous recommendation of the Company Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted SELLER vote in favor of the approval of this Agreement and the Transactions.transactions contemplated hereby; and (biv) Without limiting the generality use commercially reasonable efforts to solicit from holders of shares of its common stock proxies in favor of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene SELLER and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoingtake all other action necessary or, in the event that Purchaser shall holdreasonable opinion of SELLER, together with all Company Shares held advisable to obtain approval of the transactions contemplated by Parent, this Agreement from shareholders holding at least 90 percent a majority of the then outstanding Company Shares, the parties hereto agree, subject shares entitled to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Companyvote.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyFTC, acting through the Company Boardits Board of --------------------- Directors, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, (i) duly law: A. Duly call, give notice of, convene and hold an annual or special a meeting of its shareholders (the "Shareholders' Meeting") as promptly soon as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering approving and taking action on this adopting the Merger and the Merger Agreement and the Transactions (transactions contemplated hereby and thereby; B. Require no greater than the “Shareholders’ Meeting”), minimum vote of the FTC Stock required by applicable law in order to approve the Merger and (ii) subject the Merger Agreement; C. Subject to its fiduciary duties to the terms shareholders of this AgreementFTC, (A) include in the Proxy Statement, and not subsequently withdraw or modify Statement (defined in any manner adverse to Purchaser or Parent, Section 1.06(D)) the unanimous recommendation of the Company its Board of Directors that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted FTC vote in favor of the approval and adoption of this the Merger and the Merger Agreement and the Transactions.transactions contemplated hereby and thereby; and (b) Without limiting D. Cause the generality of the foregoing, the Company agrees that its obligations pursuant Proxy Statement to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Shareholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication mailed to the Company shareholders of any Superior Proposal. (c) Notwithstanding the foregoing, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 23-1-40-4 of the IBCL, FTC as soon as reasonably practicable after such acquisitionpracticable, without a meeting and use its best efforts to obtain the approval and adoption of the Merger and the Merger Agreement by shareholders holding at least the minimum number of shares of FTC Stock entitled to vote at the CompanyShareholders' Meeting necessary to approve the Merger and the Merger Agreement under applicable law. The letter to shareholders, notice of meeting, proxy statement and form of proxy to be distributed to shareholders in connection with the Merger and the Merger Agreement shall be in form and substance reasonably satisfactory to BOKF and are collectively referred to herein as the "Proxy Statement."

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the Company, acting through the The Company Board, shall, shall take all actions in accordance with applicable Law Law, its constituent documents and the Company’s Articles of Incorporation and By-Laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders as promptly as practicable following consummation rules of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”), and (ii) subject to the terms of this Agreement, (A) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendation of the Company Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted in favor of the approval of this Agreement and the Transactions. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation NASDAQ Global Market to duly call, give notice of, convene and hold a special meeting of the Shareholders’ Meeting Company’s shareholders (including any adjournment or postponement thereof, the “Special Meeting”) for the purpose of considering and taking action upon the adoption of this Agreement as soon as practicable following the date hereof. Such special meeting of the Company’s shareholders shall take place no sooner than twenty (20) days after such date that the Acceptance Date Company’s definitive Proxy Statement, containing a copy of Section 1701.85 of Ohio Law (as then in effect), is filed with the SEC and mailed or otherwise delivered to Company shareholders. The Company shall not be affected by include in the commencement, public proposal, public disclosure or communication to Proxy Statement the recommendation of the Company Board that the Company shareholders vote in favor of any Superior Proposal. (c) Notwithstanding the foregoingadoption of this Agreement, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in the event that Purchaser shall hold, together with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective each case in accordance with Section 23-1-40-4 5.2. Unless the Company Board shall have effected a Change in Recommendation as permitted by Section 5.2(f), the Company shall solicit or cause to be solicited from its shareholders proxies in favor of adoption of this Agreement and shall take all other reasonable action necessary or advisable to secure the Shareholder Approval, including the retention of a proxy solicitation firm reasonably acceptable to Parent for the purposes of soliciting the Company’s shareholders’ proxies in favor of the IBCLadoption of this Agreement. Once the Special Meeting has been called and noticed, as soon as reasonably practicable after such acquisitionthe Company shall not postpone or adjourn the Special Meeting without the consent of Parent, without a meeting of which shall not be unreasonably withheld or delayed (other than (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the CompanyCompany within a reasonable amount of time in advance of the Special Meeting, and (ii) if, as of the time for which the Special 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 Special Meeting). Parent shall vote, or cause to be voted, all Shares then owned by it, Merger Sub, the Sponsor or any of their respective Subsidiaries and Affiliates in favor of the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the CompanyFBC, acting through the Company FBC Board, shall, in accordance with applicable Law and the Company’s Articles of Incorporation and By-Laws, law: (ia) duly call, give notice of, convene and hold an annual or special a meeting of its shareholders as promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Transactions (the “Shareholders’ Meeting”) as soon as practicable after the Registration Statement (as defined in Section 5.13) and the Proxy Statement/Prospectus (as defined in Section 1.09(d), ) (forming a part of the Registration Statement) become effective with the SEC for the purpose of approving and (ii) subject to the terms of adopting this Agreement, the Merger, and the transactions contemplated hereby; (Ab) require no greater than the minimum vote of the common shares of FBC Stock, required by applicable law in order to approve this Agreement, Merger Agreement, the Merger and the transactions contemplated hereby; (c) include in the Proxy Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, /Prospectus the unanimous recommendation of the Company FBC Board that the shareholders of the Company approve this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all parties solicited in connection with the Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be voted FBC vote in favor of the approval and adoption of this Agreement Agreement, the Merger and the Transactions.transactions contemplated hereby; and (bd) Without limiting cause the generality Proxy Statement/Prospectus to be mailed to the shareholders of FBC as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the foregoingRegistration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement, the Company agrees that its obligations pursuant Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of shares of FBC Stock entitled to this Section 7.1, including its obligation to duly call, give notice of, convene and hold vote at the Shareholders’ Meeting after necessary to approve the Acceptance Date shall not foregoing under applicable law. The letter to shareholders, notice of meeting, proxy statement of FBC and form of proxy to be affected by the commencement, public proposal, public disclosure or communication distributed to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, shareholders in the event that Purchaser shall hold, together connection with all Company Shares held by Parent, at least 90 percent of the then outstanding Company Shares, the parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger and the Merger Agreement shall be in form and substance reasonably satisfactory to become effective in accordance with Section 23-1-40-4 of FFIN and are collectively referred to herein as the IBCL, as soon as reasonably practicable after such acquisition, without a meeting of the shareholders of the Company“Proxy Statement/Prospectus”.