Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.

Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene call and hold a meeting of its shareholders to be held the Company Stockholders' Meeting as soon promptly as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon upon, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of, the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of Agreement and the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted transactions contemplated by the Company to its shareholders in connection with this Agreement. Parent shall call and hold the Parent Shareholders' Meeting, as promptly as practicable for the purpose of voting upon, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of, (i) the approval of this Agreement and the transactions contemplated by this Agreement, (ii) the approval of the issuance of Parent Ordinary Shares (or of OBLIGATIONS REMBOURSABLES EN ACTIONS immediately redeemable into Parent Ordinary Shares), Parent ORAs and Parent OBSAs pursuant to or in connection with the Merger, (iii) the increase of the number of members of the Supervisory Board of Parent by two, who shall be designees of Dentsu and (iv) the approval of the modification of the Parent STATUTS to provide that the respective holders of the usufruct and NUE PROPRIETE interests in the Parent Ordinary Shares are free to allocate the voting rights between themselves and shall notify Parent of the same (collectively, the "PARENT PROPOSALS"). Parent and the Company shall take all steps other action necessary or advisable to duly callsecure the vote or consent of shareholders required by French law or the DGCL, give notice ofas applicable, convene and hold a meeting to obtain such approvals, except to the extent that the Board of its shareholders to be held as soon as reasonably practicable after the date Directors of the Company Shareholders’ or the Management Board or the Supervisory Board of Parent, as the case may be, determines in good faith after consultation with independent legal counsel that doing so would cause the Board of Directors of the Company, or the Management Board or the Supervisory Board of Parent, as the case may be, to breach its fiduciary duties to such party's shareholders under applicable Law. The Company shall call and hold the Company Stockholders' Meeting for the purpose of voting upon considering approval of this Agreement and the approval transactions contemplated hereby regardless of whether the exception in the immediately preceding sentence applies or the proviso in Section 6.01(f) applies, and adoption of Parent shall call and hold the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise ' Meeting for the discharge by the Parent’s Board purpose of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders considering approval of the Parent Shareholder Matters and (with matters set forth above regardless of whether the Company’s consent, which consent shall not be unreasonably withheld, conditioned exception in the immediately preceding sentence applies or delayedthe proviso in Section 6.01(g) such other matters as may be submitted by Parent to its shareholders in connection with this Agreementapplies.

Shareholders Meetings. There shall be an annual meeting of the Shareholders, at such time and place as shall be determined by or in the manner prescribed in the Trustees' Regulations, at which the Trustees shall be elected and any other proper business may be conducted. The Company Annual Meeting of Shareholders shall be held after delivery to the Shareholders of the Annual Report and within six (6) months after the end of each fiscal year, commencing with the fiscal year ending December 31, 1985. Special meetings of Shareholders may be called by the chief executive officer of the Trust or by a majority of the Trustees or of the Unaffiliated Trustees and shall be called upon the written request of Shareholders holding in the aggregate not less than ten percent (10%) of the total votes authorized to be cast by the outstanding Shares of the Trust entitled to vote at such meeting in the manner provided in the Trustees' Regulations. If there shall be no Trustees, the officers of the Trust shall promptly call a special meeting of the Shareholders entitled to vote for the election of successor Trustees. Notice of any special meeting shall state the purposes of the meeting. The holders of Shares entitled to vote at the meeting representing a majority of the total number of votes authorized to be cast by Shares then outstanding and entitled to vote on any question present in person or by proxy shall constitute a quorum at any such meeting for action on such question. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be reconvened without further notice. At any reconvened session of the meeting at which there shall be a quorum, any business may be transacted at the meeting as originally noticed. Whenever any action is to be taken by the Shareholders, it shall, except as otherwise required by this Declaration, be authorized by holders of a majority of the Shares then outstanding and entitled to vote thereon. At all elections of Trustees, voting by Shareholders shall be conducted under the noncumulative method and the election of Trustees shall be by the affirmative vote of the holders of Shares representing a majority of the total votes authorized to be cast by Shares then outstanding which are present at the meeting in person or by proxy and entitled to vote in the election of the Trustees. Whenever Shareholders are required or permitted to take all steps necessary to duly call, give notice of, convene and hold any action (unless a vote at a meeting of its shareholders to is specifically required as in Sections 8.1 and 8.3), such action may be held as soon as is reasonably practicable after taken without a meeting by written consents setting forth the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company willaction so taken, through its Board of Directors, unless legally required to do otherwise for the discharge signed by the Company’s Board holders of Directors of its fiduciary duties as advised by a majority (or such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters higher percentage as may be submitted specified elsewhere in this Declaration) of the outstanding Shares that would be entitled to vote thereon at a meeting. The Shareholders shall be entitled, to the same extent as the shareholders in a Massachusetts business corporation, to determine by vote whether a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or its Shareholders. Except with respect to matters on which a Shareholder's vote shall be required for or shall determine action of the Trustees as expressly set forth in this Declaration, no action taken by the Company to its shareholders Shareholders at any meeting shall in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after any way bind the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this AgreementTrustees.

Shareholders Meetings. The Company WABCO shall take all steps necessary duly call, give notice of, convene and hold a meeting of its stockholders (the "WABCO Stockholders Meeting") for the purpose of voting on the adoption and approval of this Agreement and the Merger and, through its Board of Directors, will recommend to its stockholders adoption and approval of this Agreement and the Merger, except to the extent that the Board of Directors of WABCO shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 5.1(b). MotivePower shall duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after (the date on which "MotivePower Shareholders Meeting" and, together with the S-4 becomes effective WABCO Stockholders Meeting, the "Shareholders Meetings") for the purpose of voting upon on the adoption and approval of this Agreement and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company willMerger and, through its Board of Directors, unless legally required will recommend to do otherwise for its shareholders adoption and approval of this Agreement and the discharge by Merger, except to the Company’s extent that the Board of Directors of MotivePower shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 5.1(b). In a manner consistent with their fiduciary duties to their respective stockholders and as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as they may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders reasonably determine to be held consistent with the objective of consummating the Merger, MotivePower and WABCO will use their reasonable best efforts to hold the MotivePower Shareholders Meeting and the WABCO Stockholders Meeting on the same date and as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote hereof. Except to the extent required by SEC regulations (that the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of WABCO shall have withdrawn or modified its fiduciary duties approval or recommendation as advised by such Board's legal counsel aforesaid, WABCO will use its reasonable best efforts to solicit from its stockholders proxies in favor of adoption and pursuant approval of this Agreement and the Merger. Except to the provisions extent that the Board of Section 5.3 Directors of MotivePower shall have withdrawn or modified its approval or recommendation as aforesaid, MotivePower will use its reasonable best efforts to solicit from its shareholders proxies in favor of adoption and approval of this Agreement and the Merger. Notwithstanding anything to the contrary in this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent this Agreement shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders WABCO's stockholders at the WABCO Stockholders Meeting whether or not the Board of Directors of WABCO determines at any time that this Agreement is no longer advisable and recommends that the stockholders reject it. Notwithstanding anything to the contrary in connection with this Agreement, this Agreement shall be submitted to MotivePower's shareholders at the MotivePower Shareholders Meeting whether or not the Board of Directors of MotivePower determines at any time that this Agreement is no longer advisable and recommends that shareholders reject it.

Shareholders Meetings. The Company (a) Traditions and ACNB shall promptly take all steps actions necessary to duly properly call, give notice of, convene and hold a meeting special meetings of its their respective shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for Registration Statement containing the purpose Proxy Statement/Prospectus is declared effective, to consider and vote upon, in the case of voting upon Traditions, a proposal to approve and adopt this Agreement and the approval transactions contemplated hereby and, in the case of ACNB, a proposal to approve the issuance of ACNB Common Stock to be issued in this transaction under the Nasdaq Listing Agreement and adoption Listing Rules. (b) The Traditions board of directors will recommend that the Company Shareholder Matters (shareholders of Traditions approve and adopt this Agreement and the “Company Shareholders’ Meeting”). The Company willtransactions contemplated hereby and not withdraw, through modify or change in any manner adverse to ACNB hereto such favorable recommendation; provided, however, that the board of directors of Traditions may withdraw, modify or qualify such recommendation if it shall have determined, in good faith after consultation with its Board of Directorslegal and financial advisers, unless legally required that the failure to do otherwise for the discharge by the Company’s Board of Directors so would result in a breach of its fiduciary duties as advised by and, in such Board's legal counsel and pursuant to event, may communicate the provisions of Section 5.3 of this Agreementbasis for its withdrawn, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned modified or delayed) such other matters as may be submitted by the Company qualified recommendation to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by SEC regulations law. (c) The ACNB board of directors will recommend that the “Parent Shareholders’ Meeting”). Parent willshareholders of ACNB approve the issuance of ACNB Common Stock to be issued in this transaction under the Nasdaq Listing Agreement and Listing Rules, through its Board of Directorsand will not withdraw, unless legally required modify or change in any manner adverse to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by ACNB hereto such Board's legal counsel favorable recommendation. (d) Traditions and pursuant ACNB may postpone or adjourn their shareholders meetings to the provisions extent they reasonably believe it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is provided sufficiently in advance of Section 5.3 of a shareholder vote on this Agreement, recommend to its shareholders approval of Agreement and the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this AgreementMerger.

Shareholders Meetings. The Unless a Company Superior 41 Proposal is made to the Company and is not withdrawn and the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, the Company shall take all steps necessary to duly call, give notice of, convene call and hold the Company Shareholders' Meeting, and unless (A) a meeting Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its shareholders representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be held inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law, the Parent shall call and hold the Parent Stockholders' Meeting, as soon promptly as is reasonably practicable after the date on which the S-4 becomes effective hereof for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”matters described in Section 7.01(b). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this AgreementJoint Proxy Statement/Prospectus, recommend to its shareholders approval of and the Company Shareholder Matters and (with Parent’s consent, which consent the Parent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by use all reasonable efforts to hold the Company to its shareholders in connection with this Agreement. Shareholders' Meeting and the Parent shall take all steps necessary to duly call, give notice of, convene Stockholders' Meeting on the same date and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date hereof. Except as otherwise contemplated by this Agreement, and subject to applicable law, the Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the Company Shareholders’ Meeting for approval of this Agreement pursuant to the purpose Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of voting upon shareholders required by California Law to obtain such approval. Except as otherwise contemplated by this Agreement, and subject to applicable law, the approval and adoption Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and Meeting Proposals pursuant to the provisions Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of Section 5.3 of this Agreement, recommend stockholders required by the applicable stock exchange requirements to its shareholders approval obtain such approval. Each of the Parent Shareholder Matters parties hereto shall use take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and (with expeditiously secure any vote or consent of shareholders required by applicable Law and such party's articles of incorporation or certificate of incorporation, as the Company’s consentcase may be, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent and bylaws to its shareholders in connection with this Agreementeffect the Merger.

Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene call and hold a meeting of its shareholders to be held the Company Stockholders' Meeting as soon promptly as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon upon, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of, the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of Agreement and the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted transactions contemplated by the Company to its shareholders in connection with this Agreement. Parent shall call and hold the Parent Shareholders' Meeting, as promptly as practicable for the purpose of voting upon, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of, (i) the approval of this Agreement and the transactions contemplated by this Agreement, (ii) the approval of the issuance of Parent Ordinary Shares (or of obligations remboursables en actions immediately redeemable into Parent Ordinary Shares), Parent ORAs and Parent OBSAs pursuant to or in connection with the Merger, (iii) the increase of the number of members of the Supervisory Board of Parent by two, who shall be designees of Dentsu and (iv) the approval of the modification of the Parent statuts to provide that the respective holders of the usufruct and nue propriete interests in the Parent Ordinary Shares are free to allocate the voting rights between themselves and shall notify Parent of the same (collectively, the "Parent Proposals"). Parent and the Company shall take all steps other action necessary or advisable to duly callsecure the vote or consent of shareholders required by French law or the DGCL, give notice ofas applicable, convene and hold a meeting to obtain such approvals, except to the extent that the Board of its shareholders to be held as soon as reasonably practicable after the date Directors of the Company Shareholders’ or the Management Board or the Supervisory Board of Parent, as the case may be, determines in good faith after consultation with independent legal counsel that doing so would cause the Board of Directors of the Company, or the Management Board or the Supervisory Board of Parent, as the case may be, to breach its fiduciary duties to such party's shareholders under applicable Law. The Company shall call and hold the Company Stockholders' Meeting for the purpose of voting upon considering approval of this Agreement and the approval transactions contemplated hereby regardless of whether the exception in the immediately preceding sentence applies or the proviso in Section 6.01(f) applies, and adoption of Parent shall call and hold the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise ' Meeting for the discharge by the Parent’s Board purpose of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders considering approval of the Parent Shareholder Matters and (with matters set forth above regardless of whether the Company’s consent, which consent shall not be unreasonably withheld, conditioned exception in the immediately preceding sentence applies or delayedthe proviso in Section 6.01(g) such other matters as may be submitted by Parent to its shareholders in connection with this Agreementapplies.

Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's ’s legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-non- binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's ’s legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.

Shareholders Meetings. The Unless a Company Superior Proposal is made to the Company and is not withdrawn and the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, the Company shall take all steps necessary to duly call, give notice of, convene call and hold the Company Shareholders' Meeting, and unless (A) a meeting Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its shareholders representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be held inconsistent with the fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law, the Parent shall call and hold the Parent Stockholders' Meeting, as soon promptly as is reasonably practicable after the date on which the S-4 becomes effective hereof for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”matters described in Section 7.01(b). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this AgreementJoint Proxy Statement/Prospectus, recommend to its shareholders approval of and the Company Shareholder Matters and (with Parent’s consent, which consent the Parent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by use all reasonable efforts to hold the Company to its shareholders in connection with this Agreement. Shareholders' Meeting and the Parent shall take all steps necessary to duly call, give notice of, convene Stockholders' Meeting on the same date and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date hereof. Except as otherwise contemplated by this Agreement, and subject to applicable law, the Company shall use all reasonable efforts to solicit from its shareholders proxies in favor of the Company Shareholders’ Meeting for approval of this Agreement pursuant to the purpose Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of voting upon shareholders required by California Law to obtain such approval. Except as otherwise contemplated by this Agreement, and subject to applicable law, the approval and adoption Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and Meeting Proposals pursuant to the provisions Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of Section 5.3 of this Agreement, recommend stockholders required by the applicable stock exchange requirements to its shareholders approval obtain such approval. Each of the Parent Shareholder Matters parties hereto shall use take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and (with expeditiously secure any vote or consent of shareholders required by applicable Law and such party's articles of incorporation or certificate of incorporation, as the Company’s consentcase may be, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent and bylaws to its shareholders in connection with this Agreementeffect the Merger.

Shareholders Meetings. The Each Company shall take all steps necessary action to duly call, give notice of, convene and hold a meeting of its shareholders Shareholders on September 23, 1997 (or such later date as shall be mutually agreed to by the parties hereto) to consider and vote upon the approval of this Agreement and the Merger in compliance with the Minnesota Business Corporation Act. Each Company will (a) recommend by the affirmative vote of all members of its Board of Directors that Shareholders vote in favor of approval of this Agreement and the Merger; and (b) solicit from Shareholders proxies in favor thereof. Xxxxxxxx and the Companies will jointly prepare a Private Placement Memorandum/Proxy Statement (the "Private Placement Memorandum") for use in connection with the offering of Xxxxxxxx Preferred and Common Shares to Shareholders in connection with the Merger and the solicitation of proxies for said meetings of Shareholders. The Companies will provide for use in, or in connection with the preparation of, the Private Placement Memorandum any and all information in their possession concerning the Companies and the Shareholders which is necessary or desirable, as determined by Xxxxxxxx, in order to comply with federal and state securities and other laws applicable to such offering and solicitation, including financial statements of, and other financial information pertaining to, the Companies. In addition, the Companies shall provide for inclusion in the Private Placement Memorandum a description of this Agreement, the transactions contemplated hereby (including the terms of the Merger), the tax and other consequences of the transactions contemplated hereby for the Shareholders and information concerning the meetings of Shareholders to vote on the Merger and the solicitation of proxies for such meetings. Xxxxxxxx will provide all other information to be included in the Private Placement Memorandum, including a description of Chiquita's capital stock and risk factors to be considered in making an investment decision in connection with the Merger, Chiquita's Annual Report on Form 10-K for the year ended December 31, 1996, a copy of Chiquita's 1996 Annual Report to Shareholders, a copy of Chiquita's Proxy Statement for its Annual Meeting of Shareholders held on May 14, 1997, a copy of Chiquita's Quarterly Reports on Form 10-Q for the quarters and periods ended on March 31, 1997 and June 30, 1997, and a copy of each periodic or current report Xxxxxxxx files with the Securities and Exchange Commission under the Securities Exchange Act of 1934 at any time between the date of this Agreement and the Closing Date (collectively, the "Disclosure Documents"). The Companies will cause the Private Placement Memorandum, the form of Shareholder Agreement and, to the extent not previously furnished, the form of Shareholders Certification to be couriered to all Shareholders as soon promptly as is reasonably practicable after the date on which hereof, and will use all reasonable efforts to obtain fully completed and signed Shareholder Agreements and Certifications prior to the S-4 becomes effective for the purpose of voting upon the approval and adoption scheduled date of the Company Shareholder Matters (Shareholders' meetings to consider this Agreement and the “Company Shareholders’ Meeting”)Merger. The Company willXxxxxxxx shall be solely responsible for determining whether the Private Placement Memorandum, through its Board including the extent of Directorsinformation contained in the Private Placement Memorandum, unless legally required provides the disclosures necessary to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of satisfy Regulation D under or Section 5.3 of this Agreement, recommend to its shareholders approval 4(2) of the Company Shareholder Matters Act and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders applicable state "Blue Sky" Laws in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this AgreementMerger.

Shareholders Meetings. (a) The Company shall take all steps action necessary under all applicable Laws to duly call, give notice of, convene of and hold a meeting of its shareholders to the Company Shareholders’ Meeting. The Company Shareholders’ Meeting shall be held (on a date selected by the Company in consultation with Parent) as soon promptly as is reasonably practicable after the date on which of this Agreement. The Company shall ensure that all proxies solicited in connection with the S-4 becomes effective for the purpose Company Shareholders’ Meeting are solicited in compliance with all applicable Laws. (b) (i) The board of voting upon the approval and adoption directors of the Company Shareholder Matters shall recommend that the Company’s shareholders vote to adopt this Agreement at the Company Shareholders’ Meeting (the recommendation of the Company’s board of directors that the Company’s shareholders vote to adopt this Agreement being referred to as the “Company Shareholders’ MeetingBoard Recommendation”). The ; and (ii) the Company willBoard Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Merger Sub, through its and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board of Directors, unless legally required Recommendation in a manner adverse to do otherwise for the discharge Parent or Merger Sub shall be adopted or proposed except as permitted by Section 6.3(a) hereof and subject to the Company’s Board payment obligations set forth therein (c) Parent shall take all action necessary under all applicable Laws to call, give notice of Directors and hold the Parent Stockholders’ Meeting. The Parent Stockholders’ Meeting shall be held as promptly as practicable after the date of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take ensure that all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after proxies solicited in connection with the date of the Company ShareholdersParent Stockholders’ Meeting for the purpose are solicited in compliance with all applicable Laws. (d) (i) The board of voting upon the approval and adoption directors of Parent shall recommend that Parent’s stockholders vote to approve the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory Amendments at the Parent Stockholders’ Meeting (the recommendation of Parent’s board of directors that Parent’s stockholders vote to approve the extent required by SEC regulations (Parent Amendments being referred to as the “Parent Shareholders’ MeetingBoard Recommendation”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel ; and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of (ii) the Parent Shareholder Matters and (with the Company’s consent, which consent Board Recommendation shall not be unreasonably withheldwithdrawn or modified in a manner adverse to the Company or the APAR Holders, conditioned and no resolution by the board of directors of Parent or delayedany committee thereof to withdraw or modify the Parent Board Recommendation in a manner adverse to the Company or the APAR Holders shall be adopted or proposed, except as permitted by Section 6.3(b) such other matters as may be submitted by Parent hereof and subject to its shareholders in connection with this AgreementParent’s payment obligations set forth therein.