Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the Registration Statement has been declared effective, take all action necessary, including as required by and in accordance with the WBCL, the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) for the purpose of obtaining the Company Shareholder Approval. The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the recommendation of the Company Board that the Company’s shareholders vote in favor of the adoption of this Agreement, and the Company Board will not withdraw, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote in favor of the adoption of this Agreement (an “Adverse Recommendation”). However, if, at any time prior to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with outside counsel, determines in good faith that the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse Recommendation.

Shareholders Meeting. (a) The Company Seller shall, in accordance with its articles of incorporation and bylaws and the applicable provisions of the California Corporations Code, call and hold a special meeting of its shareholders (on a date selected by the Seller in consultation with the Purchaser) as promptly as reasonably practicable after the Form S-4 Registration Statement has been is declared effective, take all action necessary, including as required by and in accordance with effective under the WBCL, the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) Securities Act for the purpose of obtaining permitting them to consider and to vote upon and approve the Company Shareholder ApprovalAcquisition and the Plan of Dissolution (the "Shareholders' Meeting"). The Company and Seller shall ensure that all proxies solicited in connection with the Company Board will use their reasonable best efforts Shareholders' Meeting are solicited in compliance with all applicable Legal Requirements. (b) Subject to obtain from its shareholders Section 4.6(c): (i) the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Prospectus/Proxy Statement shall include a statement to the effect that the board of directors of the Seller unanimously recommends that the Seller's shareholders vote to approve the Acquisition and the Plan of Dissolution at the Shareholders' Meeting (the recommendation of the Company Board Seller's board of directors that the Company’s Seller's shareholders vote in favor of to approve the adoption of this Agreement, Acquisition and the Company Plan of Dissolution being referred to as the "Seller Board will Recommendation"); and (ii) the Seller Board Recommendation shall not withdraw, qualify be withdrawn or modify (or publicly propose or resolve to withdraw, qualify or modify), modified in a manner adverse to AcquirorParent or the Purchaser, and no resolution by the Company Board’s recommendation board of directors of the Seller or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to Parent or the Purchaser shall be adopted or proposed. (c) Notwithstanding anything to the Company’s shareholders that the Company’s shareholders vote contrary contained in favor of the adoption of this Agreement (an “Adverse Recommendation”Section 4.6(b). However, if, at any time prior to the time approval of the Company Acquisition and the Plan of Dissolution by the Required Shareholder Approval is obtainedVote, the Company BoardSeller Board Recommendation may be withdrawn or modified in a manner adverse to Parent or the Purchaser if: (i) an unsolicited, after consultation bona fide written offer to purchase all of the outstanding shares of Seller Common Stock or substantially of the assets of the Seller is made to the Seller and is not withdrawn; (ii) the Seller provides Parent and the Purchaser with outside counsel, at least two business days' prior notice of any meeting of the Seller's board of directors at which such board of directors will consider and determine whether such offer is a Superior Offer; (iii) the Seller's board of directors determines in good faith (based upon a written opinion of an independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Offer; (iv) the failure Seller's board of directors determines in good faith, after having taken into account the written advice of the Seller's outside legal counsel, that, in light of such Superior Offer, and taking into account any offer made by Parent or the Purchaser pursuant to effect an Adverse clause (vii) below, the withdrawal or modification of the Seller Board Recommendation would reasonably be expected is required in order for the Seller's board of directors to result in a violation of comply with its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation obligations to the Seller's shareholders in the Proxy Statement or an appropriate amendment or supplement theretounder applicable law; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse Recommendation.v)

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the Registration Statement has been declared effective, (a) Insight shall take all action necessary, including as required by and necessary in accordance with the WBCL, the Company Articles applicable laws and Insight’s current articles of Incorporation incorporation and the Company Bylaws regulations to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Insight Shareholders’ Meeting”) ), to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose purposes of obtaining the Company Shareholder Approvalapproval of Insight Shareholders to adopt this Agreement. The Company Insight shall, acting through its Board of Directors, (x) recommend that Insight Shareholders adopt this Agreement (the “Insight Recommendation”) and the Company Board will (y) use their reasonable best efforts to obtain solicit from its shareholders the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the recommendation of the Company Board that the Company’s shareholders vote in favor of the adoption of this Agreement, and the Company Board will not withdraw, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote Insight Shareholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of Insight Shareholders required by Applicable Law to obtain such approvals, except to the extent Insight’s Board of Directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of this Agreement. (b) Neither Insight’s Board of Directors nor any committee thereof shall, except as expressly permitted by this Section, (x) withdraw, qualify or modify, or propose to withdraw, qualify or modify, in a manner adverse to Parent or First Financial, the Insight Recommendation or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal (each, an “Adverse RecommendationRecommendation Change”). HoweverNotwithstanding the foregoing, if, at any time prior to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with outside counsel, determines in good faith that the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation Insight’s Board of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board Directors may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve Change if and only if: (i) Insight’s Board of Directors determines in good faith, based upon the advice of its outside legal counsel and independent financial advisor, that it has received an Acquisition Proposal (that did not result from a breach of Section 5.9) that is a Superior Proposal; (ii) Insight’s Board of Directors determines in good faith, based upon the advice of such outside legal counsel, that a failure to accept such Superior Proposal would result in Insight’s Board of Directors breaching its fiduciary duties to Insight and its Shareholders under Applicable Law; (iii) Insight’s Board of Directors provides written notice (a “Notice of Recommendation Change”) to First Financial of its receipt of the Superior Proposal and its intent to make an Adverse RecommendationRecommendation Change on the fifth Business Day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation) and identifying the Person or Persons making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in which case such case, the Company five Business Day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three Business Days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, Insight shall negotiate in good faith with First Financial (if requested by First Financial) and provide First Financial reasonable opportunity during the subsequent five (or three, as applicable) Business Day period to make such adjustments in the terms and conditions of this Agreement as would enable Insight’s Board may include of Directors to proceed without an Adverse Recommendation Change; provided, however, that (a) First Financial shall not be required to propose any such adjustments, and (ii) no Adverse RecommendationRecommendation Change shall be made by Insight’s Board of Directors nor any committee thereof if First Financial shall have offered to adjust, modify or amend the terms of this Agreement to provide for substantially identical terms and conditions as Superior Proposal; and (v) Insight’s Board of Directors, following such five (or three, as applicable) Business Day period, again determines in good faith, based upon the written advice of such outside legal counsel and such independent financial advisor, that such Acquisition Proposal nonetheless continues to constitute a Superior Proposal and that failure to take such action would violate their fiduciary duties to Insight and the Insight Shareholders under Applicable Law.

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the Registration Statement has been declared effective, (a) North Valley shall take all action necessary, including as required by and in accordance with the WBCL, the Company Articles of Incorporation and the Company Bylaws steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) North Valley Meeting within 45 days after the Registration Statement becomes effective for the purpose of obtaining voting upon the Company Shareholder Approvaladoption or approval of this Agreement and the Merger. The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the votes required by the WBCL in favor of the adoption Directors of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement North Valley (i) shall include the recommendation of the Company Board that the Company’s shareholders vote in favor of the adoption recommend approval of this Agreement, the Merger and the Company Board will transactions contemplated hereby by the shareholders of North Valley and (ii) shall not (x) withdraw, modify or qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a any manner adverse to AcquirorSterling such recommendation or (y) take any other action or make any other public statement in connection with the North Valley Meeting inconsistent with such recommendation (collectively, the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote a “Change in favor of the adoption of this Agreement (an “Adverse North Valley Recommendation”), except as and to the extent expressly permitted by Section 6.3(b). HoweverNotwithstanding any Change in North Valley Recommendation, ifthis Agreement shall be submitted to the shareholders of North Valley at the North Valley Shareholders Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve North Valley of such obligation. In addition to the foregoing, North Valley shall not submit to the vote of its shareholders at any time or prior to the time North Valley Meeting any Acquisition Proposal other than the Company Shareholder Approval is obtainedMerger. (b) Notwithstanding the foregoing, North Valley and its Board of Directors shall be permitted to effect a Change in North Valley Recommendation, if and only to the Company Boardextent that: (i) North Valley’s Board of Directors, after consultation with receipt of advice from its outside counsel, determines in good faith that the failure to effect an Adverse Recommendation take such action would reasonably be expected to more likely than not result in a violation of its fiduciary duties under Wisconsin applicable Law, in this case, California law, thenand (ii) Prior to effecting such Change in North Valley Recommendation: (A) North Valley shall have complied in all material respects with Section 5.1(b)(v); (B) the Board of Directors of North Valley shall have determined in good faith that such Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by Sterling pursuant to clause (D) below; (C) North Valley shall notify Sterling, at least five business days in submitting advance, of its intention to effect a Change in North Valley Recommendation in response to such Superior Proposal, specifying the material terms and conditions of any such Superior Proposal and furnishing to Sterling a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents; and (D) North Valley shall, and shall cause its financial and legal advisors to, during the period following North Valley’s delivery of the notice referred to in clause (C) above, negotiate with Sterling in good faith (to the extent Sterling desires to negotiate) to make such adjustments in the terms and conditions of this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of so that such Acquisition Proposal ceases to constitute a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse RecommendationSuperior Proposal.

Shareholders Meeting. (a) The Company Seller shall, in accordance with its certificate of incorporation and bylaws and the applicable provisions of Delaware law, call and hold a special meeting of its shareholders (on a date selected by the Seller in consultation with the Purchaser) as promptly as reasonably practicable after the Registration Statement has been is declared effective, take all action necessary, including as required by and in accordance with effective under the WBCL, the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) Securities Act for the purpose of obtaining permitting them to consider and to vote upon and approve the Company Shareholder ApprovalAgreement and the Asset Sale (the "Shareholders' Meeting"). The Company and Seller shall ensure that all proxies solicited in connection with the Company Board will use their reasonable best efforts Shareholders' Meeting are solicited in compliance with all applicable Legal Requirements. (b) Subject to obtain from its shareholders Section 4.6(c): (i) the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Prospectus/Proxy Statement shall include a statement to the effect that the board of directors of the Seller unanimously recommends that the Seller's shareholders vote to approve the Agreement and the Asset Sale at the Shareholders' Meeting (the recommendation of the Company Board Seller's board of directors that the Company’s Seller's shareholders vote in favor of to approve the adoption of this Agreement, Agreement and the Company Asset Sale being referred to as the "Seller Board will Recommendation"); and (ii) the Seller Board Recommendation shall not withdraw, qualify be withdrawn or modify (or publicly propose or resolve to withdraw, qualify or modify), modified in a manner adverse to AcquirorParent or the Purchaser, and no resolution by the Company Board’s recommendation board of directors of the Seller or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to Parent or the Purchaser shall be adopted or proposed. (c) [Notwithstanding anything to the Company’s shareholders that the Company’s shareholders vote contrary contained in favor of the adoption of this Agreement (an “Adverse Recommendation”Section 4.6(b). However, if, at any time prior to the time approval of the Company Agreement and the Asset Sale by the Required Shareholder Approval is obtainedApproval, the Company BoardSeller Board Recommendation may be withdrawn or modified in a manner adverse to Parent or the Purchaser if: (i) an unsolicited, after consultation bona fide written offer to purchase all of the outstanding shares of Seller Common Stock or substantially of the assets of the Seller is made to the Seller and is not withdrawn; (ii) the Seller provides Parent and the Purchaser with outside counsel, at least two business days' prior notice of any meeting of the Seller's board of directors at which such board of directors will consider and determine whether such offer is a Superior Offer; (iii) the Seller's board of directors determines in good faith (based upon a written opinion of an independent financial advisor of nationally recognized reputation) that the failure to effect an Adverse Recommendation would reasonably be expected to result in such offer constitutes a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse Recommendation.Superior Offer;

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the Registration Statement has been declared effective, take all action necessary, including as required by and in accordance with the WBCLlaws of the State of Washington, the Company its Articles of Incorporation and the Company its Bylaws use its reasonable best efforts to duly call, give notice of, convene and hold a meeting of holders of its shareholders Shareholders (the “Company Shareholders’ Meeting”) within thirty (30) Business Days (or such other time period that is mutually agreed to by the Company and the holders of at least 60%-in-interest of the aggregate principal amount of the Bridge Notes issued to the Purchasers) after the date the Proxy Statement is first mailed to shareholders of the Company for the purpose of obtaining seeking the Company Required Shareholder Approval. The Company Approval of the sale and issuance of the Securities and the Company Board will use their reasonable best efforts other transactions contemplated by this Agreement and the Related Agreements and an amendment to obtain from its shareholders the votes required by Company’s Articles of Incorporation to increase the WBCL authorized and unissued shares of Common Stock in favor an amount sufficient to permit the issuance of the adoption Shares and the Warrant Shares and Bridge Warrant Shares issuable upon exercise of this Agreement. Except as otherwise provided in this Section 5.6the Warrants and the Bridge Warrants (collectively, the Proxy Statement shall include “Transaction Approval”). Subject to its fiduciary obligations under applicable law, the recommendation Board of Directors of the Company Board that the Company’s shareholders vote in favor of the adoption of this Agreement, and the Company Board will not withdraw, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation shall recommend to the Company’s shareholders that the Company’s shareholders vote in favor of the adoption Transaction Approval (the “Company Recommendation”) and shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the Purchasers such recommendation in favor of this Agreement the Transaction Approval or (an ii) take any action or make any statement in connection with the Shareholders’ Meeting inconsistent with such recommendation in favor of the Transaction Approval (a “Adverse Change in the Company Recommendation”). However; provided, ifhowever, at any time prior to that the time Board of Directors of the Company Shareholder Approval is obtainedmay make a Change in the Company Recommendation pursuant to Section 4.10 hereof and to effect any action permitted by Sections 9.1 and 9.2 hereof. Notwithstanding any Change in the Company Recommendation, the Company Boardshall nonetheless cause the Shareholders’ Meeting to be convened and a vote to be taken, after consultation with outside counsel, determines in good faith that and nothing contained herein shall be deemed to relieve the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation Company of its fiduciary duties under Wisconsin law, then, in submitting such obligation unless this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation is terminated pursuant to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse RecommendationSections 9.1 and 9.2.

Shareholders Meeting. The Company shall, (a) Oneida shall call and give notice of the Oneida Shareholders’ Meeting as promptly as reasonably practicable after the Registration Statement has been contemplated by Section 5.2 is first declared effectiveeffective by the SEC, take all action necessary, including as required by and but in accordance with no event later than 10 business days after the WBCL, the Company Articles date of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders such effectiveness (the “Company Shareholders’ MeetingRegistration Statement Effective Date”) ), for the purpose of obtaining voting upon the Company Shareholder Approvalapproval of this Agreement and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual meeting or special meeting of shareholders to adopt a merger agreement. The Company Oneida shall use all reasonable efforts to hold the Oneida Shareholders’ Meeting as soon as practicable after the Registration Statement Effective Date, subject to the applicable notice requirements under its governing documents and the Company MGCL. (b) The Board will of Directors of Oneida shall use their its reasonable best efforts to obtain from the shareholders of Oneida votes sufficient under its governing documents and the MGCL to approve this Agreement and the Transactions, including by communicating to Oneida’s shareholders the votes required by the WBCL its recommendation (and including such recommendation in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the recommendation of the Company Board Statement/Prospectus) that the Company’s shareholders vote in favor of the adoption of they adopt and approve this Agreement, Agreement and the Company Board will not withdrawTransactions contemplated herein and taking all other action necessary or desirable to secure the vote of shareholders to obtain such approval. (c) Notwithstanding Section 5.1(b) above, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation but subject to the Company’s shareholders that provisions of Section 5.12 and Article VII hereof, if the Company’s shareholders vote in favor Board of the adoption Directors of this Agreement (an “Adverse Recommendation”). However, if, at any time prior to the time the Company Shareholder Approval is obtained, the Company BoardOneida, after consultation receiving the advice of its outside counsel and, with outside counselrespect to financial matters, its financial advisors, determines in good faith that, because of the receipt by Oneida of a Takeover Proposal that the failure to effect an Adverse Recommendation Board of Directors of Oneida concludes in good faith constitutes a Superior Proposal, it would reasonably be expected to result in a violation of violate its fiduciary duties under Wisconsin lawapplicable law to continue to recommend this Agreement, then, then in submitting this Agreement at agreement to the Company Shareholders’ Meetingshareholders of Oneida, the Company Board of Directors of Oneida may do one or more of the following: (a) submit this Agreement without recommendationrecommendation (although any resolutions of the Board of Directors of Oneida approving this Agreement as of the date hereof shall not be rescinded or amended), in which case event the Company Board of Directors of Oneida may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement Statement/Prospectus or an appropriate amendment or supplement theretothereto to the extent required by law; provided that the Board of Directors of Oneida shall not take any action under this sentence unless it has complied with the provisions of Section 5.12(b)(ii). (d) Notwithstanding any withdrawal, modification or change in any recommendation of the Board of Directors of Oneida, Oneida agrees to hold the Oneida Shareholders’ Meeting within the time period specified above unless this Agreement is terminated in accordance with its terms. Oneida shall adjourn or postpone the Oneida Shareholders’ Meeting to a date and time mutually agreed upon by Oneida and CBSI if (i) as of the time for which the Oneida Shareholders’ Meeting is originally scheduled there are insufficient shares of Oneida Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or (bii) make an Adverse Recommendation if on the date of the Oneida Shareholders’ Meeting Oneida has not received proxies representing a sufficient number of votes to approve this Agreement and the Transactions, provided, that Oneida shall not be required to adjourn or publicly propose postpone the Oneida Shareholders’ Meeting more than twice as a result of (i) or resolve (ii) above. If, between the date hereof and the Oneida Shareholders’ Meeting, Kxxxx Bxxxxxxx & Wxxxx, Inc. shall amend or withdraw its fairness opinion, Oneida shall give prompt notice thereof to make an Adverse Recommendation, in which case the Company Board may include such Adverse RecommendationCBSI.

Shareholders Meeting. The Subject to the other provisions of this Agreement and unless there has been a Company Adverse Recommendation, the Company shall, as promptly as reasonably practicable after the date the Registration Statement has been is declared effective, take all action necessary, including as required by and in accordance with the WBCLIBCA, the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) for the purpose of obtaining the Company Shareholder Approval. The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6Agreement required by the IBCA, the Proxy Statement shall include the recommendation of the Company Board including by recommending that the Company’s its shareholders vote in favor of this Agreement and the adoption of this AgreementContemplated Transactions, and the Company and Company Board will not (a) withhold, withdraw, qualify or modify in a manner adverse to Acquiror or the ability of either party to consummate the Merger (or authorize or publicly propose or resolve to withhold, withdraw, qualify or modify), modify in a manner adverse to Acquiror, Acquiror or the ability of either party to consummate the Merger) the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Contemplated Transactions, including the Merger; (b) adopt, approve or recommend to shareholders of the Company, or resolve to or publicly propose or announce its intention to adopt, approve or recommend, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification (i) recommend against any Acquisition Proposal; or (ii) reaffirm the Company Board’s recommendation set forth in clause (a) above, in each case, within ten (10) Business Days after such Acquisition Proposal is made public or any request by Acquiror to do so (which request may be made once per Acquisition Proposal (and any material change thereto)) (any such action, a “Company Adverse Recommendation”). HoweverNotwithstanding the foregoing, if, at any time prior to the time receipt of the Company Shareholder Approval is obtained, the Company Board, after consultation with outside counsel, determines in good faith that the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ MeetingApproval, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the is permitted to make a Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse Recommendationaccordance with Section 5.7.

Shareholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the Registration Statement has been declared effective, shall take all action necessary, including as required by and in accordance with the WBCLCompany Charter, the Company Articles of Incorporation and the Company Bylaws and applicable Laws necessary to duly call, give notice of, convene and hold a special meeting of its shareholders (the “"Company Shareholders’ Shareholders Meeting”") for the purpose of obtaining seeking the Company Shareholder ApprovalApproval of this Agreement and the Merger at the earliest practicable date and in any event before June 16, 2003. The Company Board shall recommend to shareholders of the Company that they give the Company Shareholder Approval and the Company Board will use their its commercially reasonable best efforts (including the solicitation of proxies) to solicit and obtain from its shareholders the votes required by the WBCL in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6such approval; provided, the Proxy Statement shall include the recommendation of however, that, the Company Board that shall be permitted to modify or withdraw its recommendation (but not its approval) and to not recommend a vote for the Company’s shareholders vote Merger or to advise against voting for the Merger (each a "Change in favor of the adoption of this Agreement, and the Company Board will not withdraw, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), Recommendation") in each case in a manner adverse to AcquirorParent and in such case not solicit votes in favor of approval if after the date of this Agreement the Company has received a Superior Company Proposal and a majority of the full Company Board determines in good faith, after receipt of written advice from its outside legal counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable Law, but only after the third business day following Parent's receipt of written notice that the Company Board is prepared to withdraw or modify its recommendation. Unless this Agreement is terminated in accordance with Section 8.01, the obligation of the Company Board to cause this Agreement and the Merger to be submitted to the Company's shareholders for approval at the Company Shareholders Meeting will not be limited or affected by any Change in Recommendation; provided that if there has been a Change in Recommendation in accordance with this Section 6.01, the Company Board’s recommendation Board may submit the Merger and this Agreement, "without recommendation," in accordance with Article 5.03 of the TBCA. Unless this Agreement is terminated in accordance with Section 8.01, the Company Board will not, in connection with any Change in Recommendation, take any action to withdraw the approval of the Company Board of this Agreement or the Merger, including for purposes of causing the Company Rights Agreement, Part 13 of the TBCA or any state takeover statute or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares to be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the Support Agreements. As promptly as practicable after the execution of this Agreement, the Company shall prepare solicitation materials for the Company Shareholders Meeting. The Company and Parent shall cooperate with each other in preparation of such solicitation materials. The Company shall give Parent the opportunity to review and comment on the solicitation materials and any amendments or supplements thereto prior to them being sent or distributed to the Company’s 's shareholders. Subject to the foregoing, as promptly as practicable, and in any event before May 25, 2003, the Company shall mail a notice of special meeting and solicitation materials (including proxies) to its shareholders that entitled to notice of and to vote at the Company’s Company Shareholders Meeting. (b) The information supplied by the Company in the solicitation materials sent to the shareholders vote in favor of the adoption Company in connection with the Company Shareholders Meeting shall not, at the date such materials (or any supplement thereto) are first mailed to such shareholders, at the time of this Agreement (an “Adverse Recommendation”)the Company Shareholders Meeting or 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 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. However, if, If at any time prior to the time Effective Time any event or circumstance relating to the Company Shareholder Approval is obtainedor any of its Subsidiaries or affiliates, should be discovered by the Company that should be set forth in a supplement to the solicitation materials, the Company Board, after consultation with outside counsel, determines shall promptly inform Purchaser and promptly supplement such material. (c) The information supplied by Parent for inclusion in good faith that the failure solicitation materials to effect an Adverse Recommendation would reasonably be expected to result in a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation sent to the shareholders of the Company in connection with the Company Shareholders Meeting shall not, at the date the solicitation materials (or any supplement thereto) is first mailed to such shareholders, at the time of the Company Shareholders Meeting or 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 in order to make the statements therein, in the Proxy Statement light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or an appropriate amendment circumstance relating to Parent or any of its subsidiaries or affiliates should be discovered by Parent that should be set forth in a supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendationthe solicitation materials, in which case Parent shall promptly inform the Company Board may include such Adverse RecommendationCompany.

Shareholders Meeting. The Company Parent, acting through the Parent Board (or a committee thereof), shall, as promptly as reasonably practicable after following confirmation by the Registration SEC that the SEC has no further comments on the Proxy Statement has been declared effectiveor that Parent may commence mailing the Proxy Statement, take all action necessary, including as required by under the applicable Law and in accordance with the WBCL, the Company Articles of Incorporation Parent’s Organizational Documents and the Company Bylaws applicable requirements of NASDAQ necessary to promptly and duly call, give notice of, convene and hold as promptly as practicable a meeting of its shareholders (the “Company Shareholders’ Meeting”) for the purpose of obtaining the Company Requisite Shareholder Approval. The Company and Approval (the Company Board will use their “Shareholders Meeting”); provided, that Parent may postpone or adjourn such meeting solely (a) to the extent required by applicable Law, (b) with the written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed), (c) to allow reasonable best efforts additional time to solicit additional proxies to the extent Parent reasonably believes necessary in order to obtain from its shareholders the votes required by Requisite Shareholder Approval or (d) in the WBCL in favor absence of the adoption a quorum. Parent’s receipt of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the an Acquisition Proposal or a change of recommendation of the Company Board that the Company’s shareholders vote in favor of the adoption of this Agreement, and the Company Board will not withdraw, qualify or modify (or publicly propose or resolve alter the obligation of Parent to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote in favor of submit the adoption of this Agreement and the approval of the Transactions to Parent’s shareholders at the Shareholders Meeting, unless this Agreement has been terminated in accordance with its terms prior to the Shareholders Meeting. Subject to Section 4.2, and notwithstanding anything herein to the contrary, the Parent Board shall recommend that Parent’s shareholders approve the Transactions (an the “Adverse Parent Board Recommendation”). However, ifand Parent shall, at any time prior unless there has been a Change of Parent Board Recommendation, use its reasonable best efforts to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with outside counsel, determines solicit from its shareholders proxies in good faith that the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more favor of the following: (a) submit this Agreement without recommendation, in which case approval of the Company Board may communicate Transactions and obtain the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse RecommendationRequisite Shareholder Approval.

Shareholders Meeting. (a) The Company shallCompany, acting through its Board of Directors, will, as reasonably promptly as reasonably practicable after following the Registration Statement has been declared effective, take all action necessary, including as required by date of this Agreement and in accordance consultation with the WBCLAcquisition, the Company Articles of Incorporation and the Company Bylaws to (i) duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) for the purpose of obtaining considering and approving the principal terms of this Agreement and the Reorganization Merger and the other transactions contemplated hereby (the "Shareholders Meeting") and (ii) (A) except to the extent modified in accordance with this Section 8.01, include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company Shareholder Approval. The vote in favor of the approval of the principal terms of this Agreement and the Reorganization Merger and the transactions contemplated hereby and the written opinions of the Financial Advisors that the consideration to be received by the shareholders of the Company and the Company Board will Parent pursuant to the Mergers is fair to such shareholders from a financial point of view and (B) use their its reasonable best efforts to obtain from its shareholders the votes required by the WBCL in favor necessary approval of the adoption principal terms of this AgreementAgreement and Reorganization Merger and the other transactions contemplated hereby by its shareholders. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the recommendation The Board of Directors of the Company Board that the Company’s shareholders vote in favor of the adoption of this Agreement, and the Company Board will shall not withdraw, qualify amend or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to AcquirorAcquisition its recommendation referred to in clause (ii) (A) of the preceding sentence (or announce publicly its intention to do so). Notwithstanding the foregoing, prior to the receipt of the Requisite Shareholder Approval, the Board of Directors shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement and the Reorganization Merger and the other transactions contemplated by this Agreement in a manner adverse to Acquisition if: (1) the Company Board’s has complied with Section 8.4, (2) a Superior Proposal (as defined in Section 8.4) shall have been proposed by any person other than Acquisition and such proposal is pending at the time of such action; (3) the Board of Directors shall have concluded in good faith, after consultation with its outside legal counsel, that the Board of Directors is required to withdraw, amend or modify its recommendation in order to comply with its fiduciary duties to the shareholders of the Company under applicable law; and (4) the Company shall have notified Acquisition of such Superior Proposal at least 48 hours in advance of such action; and (b) Parent, acting through its Board of Directors, will, as promptly as practicable following the date of this Agreement and in consultation with Acquisition, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of adopting this Merger Agreement. The Company’s shareholders that , acting in its capacity as sole stockholder of Parent (i) agrees to vote at such meeting all the Company’s shareholders vote shares of Parent Common Stock held by the Company in favor of the adoption of this Agreement and (an “Adverse Recommendation”). However, if, at ii) hereby irrevocably waives any time prior rights of appraisal with respect to the time Acquisition Merger or right to dissent from the Acquisition Merger that the Company Shareholder Approval is obtained, the Company Board, after consultation with outside counsel, determines in good faith that the failure to effect an Adverse Recommendation would reasonably be expected to result in a violation of its fiduciary duties under Wisconsin law, then, in submitting this Agreement at the Company Shareholders’ Meeting, the Company Board may do one or more of the following: (a) submit this Agreement without recommendation, in which case the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto; or (b) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation, in which case the Company Board may include such Adverse Recommendationhave.

Shareholders Meeting. The Company shall, (a) Oneida shall call and give notice of the Oneida Shareholders’ Meeting as promptly as reasonably practicable after the Registration Statement has been contemplated by Section 5.2 is first declared effectiveeffective by the SEC, take all action necessary, including as required by and but in accordance with no event later than 10 business days after the WBCL, the Company Articles date of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders such effectiveness (the “Company Shareholders’ MeetingRegistration Statement Effective Date”) ), for the purpose of obtaining voting upon the Company Shareholder Approvalapproval of this Agreement and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual meeting or special meeting of shareholders to adopt a merger agreement. The Company Oneida shall use all reasonable efforts to hold the Oneida Shareholders’ Meeting as soon as practicable after the Registration Statement Effective Date, subject to the applicable notice requirements under its governing documents and the Company MGCL. (b) The Board will of Directors of Oneida shall use their its reasonable best efforts to obtain from the shareholders of Oneida votes sufficient under its governing documents and the MGCL to approve this Agreement and the Transactions, including by communicating to Oneida’s shareholders the votes required by the WBCL its recommendation (and including such recommendation in favor of the adoption of this Agreement. Except as otherwise provided in this Section 5.6, the Proxy Statement shall include the recommendation of the Company Board Statement/Prospectus) that the Company’s shareholders vote in favor of the adoption of they adopt and approve this Agreement, Agreement and the Company Board will not withdrawTransactions contemplated herein and taking all other action necessary or desirable to secure the vote of shareholders to obtain such approval. (c) Notwithstanding Section 5.1(b) above, qualify or modify (or publicly propose or resolve to withdraw, qualify or modify), in a manner adverse to Acquiror, the Company Board’s recommendation but subject to the Company’s shareholders that provisions of Section 5.12 and Article VII hereof, if the Company’s shareholders vote in favor Board of the adoption Directors of this Agreement (an “Adverse Recommendation”). However, if, at any time prior to the time the Company Shareholder Approval is obtained, the Company BoardOneida, after consultation receiving the advice of its outside counsel and, with outside counselrespect to financial matters, its financial advisors, determines in good faith that, because of the receipt by Oneida of a Takeover Proposal that the failure to effect an Adverse Recommendation Board of Directors of Oneida concludes in good faith constitutes a Superior Proposal, it would reasonably be expected to result in a violation of violate its fiduciary duties under Wisconsin lawapplicable law to continue to recommend this Agreement, then, then in submitting this Agreement at agreement to the Company Shareholders’ Meetingshareholders of Oneida, the Company Board of Directors of Oneida may do one or more of the following: (a) submit this Agreement without recommendationrecommendation (although any resolutions of the Board of Directors of Oneida approving this Agreement as of the date hereof shall not be rescinded or amended), in which case event the Company Board of Directors of Oneida may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement Statement/Prospectus or an appropriate amendment or supplement theretothereto to the extent required by law; provided that the Board of Directors of Oneida shall not take any action under this sentence unless it has complied with the provisions of Section 5.12(b)(ii). (d) Notwithstanding any withdrawal, modification or change in any recommendation of the Board of Directors of Oneida, Oneida agrees to hold the Oneida Shareholders’ Meeting within the time period specified above unless this Agreement is terminated in accordance with its terms. Oneida shall adjourn or postpone the Oneida Shareholders’ Meeting to a date and time mutually agreed upon by Oneida and CBSI if (i) as of the time for which the Oneida Shareholders’ Meeting is originally scheduled there are insufficient shares of Oneida Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or (bii) make an Adverse Recommendation if on the date of the Oneida Shareholders’ Meeting Oneida has not received proxies representing a sufficient number of votes to approve this Agreement and the Transactions, provided, that Oneida shall not be required to adjourn or publicly propose postpone the Oneida Shareholders’ Meeting more than twice as a result of (i) or resolve (ii) above. If, between the date hereof and the Oneida Shareholders’ Meeting, Xxxxx Xxxxxxxx & Xxxxx, Inc. shall amend or withdraw its fairness opinion, Oneida shall give prompt notice thereof to make an Adverse Recommendation, in which case the Company Board may include such Adverse RecommendationCBSI.