Common use of Solicitation of Proxies Clause in Contracts

Solicitation of Proxies. The Board solicits your proxy for use at the special meeting. Shares of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to shareholders in connection with the solicitation of proxies for the special meeting will be borne by us. We have retained Xxxxxxxxx LLC to assist in soliciting proxies from shareholders, including brokers’ accounts, at an estimated fee of $9,000 plus reasonable out-of-pocket expenses. In addition, some of our officers and regular employees, who will receive no compensation in addition to their regular salaries for such solicitation, may solicit proxies by telephone, email, or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company common stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners. In addition, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accounts, at an estimated fee of $25,000 plus reasonable out-of-pocket expenses.

Solicitation of Proxies. The Board solicits your proxy for use at the special meeting. Shares of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior In addition to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting solicitation by mail, the directors, officers, employees and agents of Xxxxxx may solicit proxies from Xxxxxx’s common stockholders by personal interview, telephone, email or via otherwise. LBS will bear the Internet. The cost costs of preparing, assembling, printing, printing and mailing filing this proxy statement/prospectus/information statement and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Seneca Common Stock for the enclosed proxy and any other material which may be furnished forwarding of solicitation materials to shareholders the beneficial owners of Seneca Common Stock. In addition, Xxxxxx has engaged PAG to assist in connection with the solicitation of proxies and to provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $35,000 in the aggregate. Fees paid to the SEC in connection with filing the statement/prospectus/information statement, and any amendments and supplements thereto, with the SEC will be paid by LBS. Other Matters As of the date of this proxy statement/prospectus/information statement, the Seneca Board does not know of any business to be presented at the Seneca virtual special meeting other than as set forth in the notice accompanying this proxy statement/prospectus/information statement. If any other matters should properly come before the Seneca virtual special meeting, it is intended that the shares represented by proxies will be borne by usvoted with respect to such matters in accordance with the judgment of the persons voting the proxies. We have retained Xxxxxxxxx LLC to assist THE MERGER This section and the section titled “The Merger Agreement” in soliciting proxies from shareholdersthis proxy statement/prospectus/information statement describe the material aspects of the Merger, including brokers’ accountsthe Merger Agreement. While Xxxxxx and LBS believe that this description covers the material terms of the Merger and the Merger Agreement, it may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus/information statement for a more complete understanding of the Merger and the Merger Agreement, including the Merger Agreement attached as Annex A and the other documents to which you are referred herein. See the section titled “Where You Can Find More Information” in this proxy statement/prospectus/information statement. The terms of the Merger Agreement are the result of extensive arm’s-length negotiations among members of the Seneca management team, the Seneca Transaction Committee (as defined below), and the management team of LBS, along with their respective advisors and under the guidance of each company’s board of directors. Xxxxxx followed a careful process assisted by experienced outside financial and legal advisors to rigorously examine potential transactions and transaction candidates through broad outreach to life sciences companies and a thorough evaluation process of prospective strategic partners. With respect to the following discussions, reference to: (i) Xxxxxx’s management team refers to Xxxxxx’s Senior Management consisting of its Executive Chairman, Chief Operating Officer and Chief Financial Officer and (ii) LBS management team refers to LBS’s Senior Management consisting of the Chief Executive Officer and Chief Financial Officer of LBS. Xxxxxx’s Advisors In early 2019, at an estimated fee the direction of $9,000 plus reasonable the Seneca Board, Xx. Xxxxxx, Xxxxxx’s Executive Chairman, commenced a strategic assessment of Xxxxxx’s programs and strategic alternatives. Xxxxxx explored the possibility of in-licensing and out-of-pocket expenseslicensing assets and technologies prior to undertaking the reverse merger process. In additionAs described below, some Xxxxxx relied on the services of our officers Hibiscus and regular employees, who will receive no compensation in addition to their regular salaries for such solicitation, may solicit proxies by telephone, email, or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company common stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners. In addition, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accounts, at an estimated fee of $25,000 plus reasonable out-of-pocket expensesSolebury.

Solicitation of Proxies. The Board solicits your proxy for use at TriCo will pay the special meeting. Shares costs of Company common stock held in your name and represented soliciting its shareholders’ proxies, as well as all other costs incurred by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to shareholders in connection with the solicitation of proxies from its shareholders on behalf of its board of directors. In addition to solicitation by mail, directors, officers and employees of TriCo may solicit proxies from shareholders of TriCo in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for the special meeting will be borne by us. We have retained Xxxxxxxxx LLC their actual expenses TriCo may retain an outside proxy solicitation firm to assist in soliciting proxies from shareholdersthe solicitation of proxies, including brokers’ accountsbut at this time does not plan to do so. Arrangements also will be made with custodians, at an estimated fee nominees and fiduciaries for the forwarding of $9,000 plus solicitation material to the beneficial owners of stock held of record by such persons, and XxxXx will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expensesexpenses in connection therewith. Attending the TriCo Special Meeting While not required, all holders of TriCo common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are invited to attend the TriCo special meeting. TriCo shareholders of record can vote in person at the TriCo special meeting. If a TriCo shareholder is not a shareholder of record and would like to vote in person at the TriCo special meeting, such TriCo shareholder must produce a proxy executed in his or her favor by the record holder of such TriCo shareholder’s shares. In addition, some each TriCo shareholder must bring a form of our officers personal photo identification with him or her in order to be admitted at the TriCo special meeting. TriCo reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the TriCo special meeting is prohibited without TriCo’s written consent. Adjournments and regular employeesPostponements Although it is not currently expected, the TriCo special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the TriCo special meeting to approve the TriCo merger proposal or if a quorum is not present at the TriCo special meeting. Other than an announcement to be made at the TriCo special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the TriCo special meeting for the purpose of soliciting additional proxies will allow the shareholders who will receive no compensation have already sent in addition their proxies to revoke them at any time prior to their regular salaries for such solicitation, may solicit proxies by telephone, email, use at the TriCo special meeting as adjourned or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company common stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners. In addition, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accounts, at an estimated fee of $25,000 plus reasonable out-of-pocket expensespostponed.

Solicitation of Proxies. The Board solicits FirstMerit is soliciting your proxy in conjunction with the merger. FirstMerit will bear the cost of soliciting proxies from you. In addition to solicitation of proxies by mail, FirstMerit will request that banks, brokers, and other record holders send proxies and proxy material to the beneficial owners of FirstMerit common stock and secure their voting instructions. FirstMerit has also made arrangements with Alliance Advisors LLC to assist it in soliciting proxies and has agreed to pay Alliance Advisors LLC approximately $13,500 plus reasonable expenses for use at these services. Attending the FirstMerit Special Meeting All holders of FirstMerit common stock, including holders of record and shareholders who hold their shares through banks, brokers, nominees, or any other holder of record, are invited to attend the FirstMerit special meeting. Shares Shareholders of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or record can vote in person at the FirstMerit special meeting. If your shares you are not a shareholder of Company common stock are held in a brokerage accountrecord, you may instruct must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank, or other nominee nominee, to be able to vote in person at the FirstMerit special meeting. If you plan to attend the FirstMerit special meeting, you must hold your shares by following instructions that in your own name or have a letter from the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost record holder of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to shareholders in connection with the solicitation of proxies for the special meeting will be borne by us. We have retained Xxxxxxxxx LLC to assist in soliciting proxies from shareholders, including brokers’ accounts, at an estimated fee of $9,000 plus reasonable out-of-pocket expensesyour shares confirming your ownership. In addition, some you must bring a form of our officers personal photo identification with you in order to be admitted. FirstMerit reserves the right to refuse admittance to anyone without proper proof of share ownership and regular employeeswithout proper photo identification. The use of cameras, who will receive no compensation in addition to their regular salaries for such solicitationsound recording equipment, may solicit proxies by telephone, emailcommunications devices, or personal visitsany similar equipment during the FirstMerit special meeting is prohibited without FirstMerit’s express written consent. The cost Delivery of Proxy Materials to Shareholders Sharing an Address As permitted by the Exchange Act, only one copy of this joint proxy statement/prospectus is being delivered to multiple shareholders of FirstMerit sharing an address unless FirstMerit has previously received contrary instructions from one or more such additional solicitation, if any, will be borne by usshareholders. We expect This is referred to reimburse as “householding.” Shareholders who hold their shares in “street name” can request further information on householding through their banks, brokeragesbrokers, and or other custodians holders of Company common stock for their reasonable charges and expenses in forwarding record. On written or oral request to FirstMerit’s proxy materials to beneficial owners. In additionsolicitor, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accountsAlliance Advisors LLC, at an estimated fee xxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx, or toll-free at (000) 000-0000, FirstMerit will deliver promptly a separate copy of $25,000 plus reasonable out-of-pocket expensesthis document to a shareholder at a shared address to which a single copy of the document was delivered.

Solicitation of Proxies. The Board solicits your proxy for use at the special meeting. Shares of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy Cigna is duly executed and returned prior to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to shareholders in connection with the solicitation of soliciting proxies for the Cigna special meeting will be borne by usfrom Cigna stockholders. We have Cigna has also retained Xxxxxxxxx LLC Innisfree M&A Incorporated to assist in soliciting solicit proxies for the Cigna special meeting from shareholders, including brokers’ accounts, at an estimated Cigna stockholders for a fee of $9,000 50,000, plus reasonable out-of-pocket expenses. Cigna will bear the entire cost of soliciting proxies from Cigna stockholders, except that Cigna and Express Scripts will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus and filing all soliciting materials with the SEC. In additionaddition to this mailing, some of our Cigna’s directors, officers and regular employees, employees (who will not receive no any additional compensation in addition to their regular salaries for such solicitation, services) may solicit proxies. Solicitation of proxies will be undertaken through the mail, in person, by telephone, email, or personal visitsthe Internet and videoconference. The cost of such additional solicitation, if any, will be borne by us. We expect to Cigna may also reimburse banks, brokerages, brokerage houses and other custodians custodians, nominees and fiduciaries for their expenses for forwarding proxy and solicitation materials to the beneficial owners of Company Cigna common stock for their reasonable charges and expenses in forwarding proxy materials to obtaining voting instructions from such beneficial owners. In additionOther Business There are no other matters that the Cigna board of directors intends to present, Parent or has retained Innisfree M&A Incorporated reason to assist in soliciting proxies from the Company’s shareholders, including brokers’ accountsbelieve others will present, at an estimated fee the Cigna special meeting. If you have returned your signed and completed proxy card and other matters are properly presented for voting at the Cigna special meeting, the proxy committee appointed by the Cigna board of $25,000 plus reasonable out-of-pocket expensesdirectors (the persons named in your proxy card if you are a stockholder of record) will have the discretion to vote on those matters for you. For additional information on how business can be brought before a meeting, see Article II, Sections 11 to 13 of Cigna’s bylaws. Adjournment The Cigna special meeting may be adjourned in the absence of a quorum by the Chairman of the Cigna special meeting or by the holders of a majority of the shares of Cigna common stock present in person or represented by proxy and entitled to vote on the adjournment. Even if a quorum is present, the Cigna special meeting may be adjourned in order to provide more time to solicit additional proxies in favor of the proposal to adopt the merger agreement if sufficient votes are cast in favor of the proposal to approve the adjournment of the Cigna special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the merger agreement. If the adjournment is for more than 30 days or if after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the Cigna special meeting.

Solicitation of Proxies. The Board solicits your proxy for use at the special meeting. Shares of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the special meeting. Xxxxxx Shares represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx Shares represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost of preparing, assembling, printing, and mailing this proxy statement, the enclosed proxy and any other material which may be furnished to shareholders in connection with the solicitation of proxies for the special meeting will be borne by us. We have retained Xxxxxxxxx LLC to assist in soliciting proxies from shareholders, including brokers’ accounts, at an estimated fee of $9,000 plus reasonable out-of-pocket expenses. In addition, some of our officers and regular employees, who will receive no compensation in addition to their regular salaries for such solicitation, may solicit proxies by telephone, email, or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company common stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners. In addition, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accounts, at an estimated fee of $25,000 plus reasonable out-of-pocket expenses.

Solicitation of Proxies. The Board solicits your proxy FNBB will pay for use at the special meeting. Shares costs of Company common stock held in your name and represented by your proxy will be voted as you instruct if your proxy is duly executed and returned prior to the special meeting. Xxxxxx represented by proxies that are returned signed but without instructions for voting will be voted as recommended by the Board. Xxxxxx represented by proxies that are returned unsigned or improperly marked will be treated as abstentions for voting purposes. You may revoke your proxy at any time before it is exercised by written notice to the Corporate Secretary of the Company received prior to the time of the special meeting or in person at the special meeting. If your shares of Company common stock are held in a brokerage account, you may instruct your broker, bank, or other nominee to vote your shares by following instructions that the broker, bank, or nominee provides to you. Most brokers offer voting by mail, telephone, or via the Internet. The cost of preparing, assembling, printing, and mailing this joint proxy statement/prospectus to its shareholders, the enclosed proxy and any as well as all other material which may be furnished to shareholders costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors. In addition to solicitation by mail, the directors, officers and employees of FNBB may solicit proxies from shareholders of FNBB in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for the special meeting will be borne by ustheir actual expenses. We have retained Xxxxxxxxx LLC FNBB may retain an outside proxy solicitation firm to assist in soliciting proxies from shareholdersthe solicitation of proxies, including brokers’ accountsbut at this time does not have plans to do so. Arrangements also will be made with custodians, at an estimated fee nominees and fiduciaries for the forwarding of $9,000 plus solicitation material to the beneficial owners of stock held of record by such persons, and FNBB will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expensesexpenses in connection therewith. Attending the FNBB Special Meeting While not required, all holders of FNBB common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are invited to attend the FNBB special meeting. Shareholders of record can vote in person at the FNBB special meeting. If an FNBB shareholder is not a shareholder of record and would like to vote in person at the FNBB special meeting, such FNBB shareholder must produce a proxy executed in his or her favor by the record holder of such FNBB shareholder’s shares. In addition, some each FNBB shareholder must bring a form of our officers personal photo identification with him or her in order to be admitted at the FNBB special meeting. FNBB reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the FNBB special meeting is prohibited without FNBB’s written consent. Adjournments and regular employeesPostponements Although it is not currently expected, the FNBB special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the FNBB special meeting to approve the proposal to approve the FNBB merger proposal or if a quorum is not present at the FNBB special meeting. Other than an announcement to be made at the FNBB special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the FNBB special meeting for the purpose of soliciting additional proxies will allow the shareholders who will receive no compensation have already sent in addition their proxies to revoke them at any time prior to their regular salaries for such solicitation, may solicit proxies by telephone, email, use at the FNBB special meeting as adjourned or personal visits. The cost of such additional solicitation, if any, will be borne by us. We expect to reimburse banks, brokerages, and other custodians of Company common stock for their reasonable charges and expenses in forwarding proxy materials to beneficial owners. In addition, Parent has retained Innisfree M&A Incorporated to assist in soliciting proxies from the Company’s shareholders, including brokers’ accounts, at an estimated fee of $25,000 plus reasonable out-of-pocket expensespostponed.