Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. The Company and Parent will each, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company shall rescind any resolution to withdraw or modify its recommendation in favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for approval whether or not the Board of Directors of the Company determines at any time subsequent to the date hereof and in accordance with the terms of this Section 5.1 that the Merger Agreement is no longer advisable and recommends that the stockholders of the Company reject it.

Stockholder Meetings. The Company (a) GFSB will submit to its stockholders this Agreement and Parent will each, as soon as practicable following any other matters required to be approved or adopted by stockholders in order to carry out the date intentions of this Agreement. In furtherance of that obligation, duly and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder MeetingsGFSB STOCKHOLDER MEETING") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering the and voting on approval and adoption of this Agreement (in the case of the Company) and the Share Issuance (transactions provided for in the case this Agreement. GFSB's Board of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall Directors will use their all reasonable best efforts to hold such meetings on the same dayobtain from GFSB's stockholders a vote approving this Agreement. Parent will, through its Board Except as otherwise provided in Section 5.1(a) of Directors, recommend this Agreement and subject to its stockholders approval receipt by GFSB of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse an updated fairness opinion dated no earlier than three (3) calendar days prior to the Companymailing, such recommendation, except if in the reasonable good faith judgment of Parent(i) GFSB's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, shall recommend to its GFSB's stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of Proxy Statement-Prospectus shall include a statement to the Companyeffect that GFSB's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Companyhas recommended that GFSB's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation vote in favor of the approval of this Agreement within five business days of the receipt of Parentand (iii) neither GFSB's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company nor any committee thereof shall rescind any resolution withdraw, amend or modify, or propose or resolve to withdraw withdraw, amend or modify its in a manner adverse to FFBSW, the recommendation of GFSB's Board of Directors that GFSB's stockholders vote in favor of approval of this Agreement. The Company agrees to submit Agreement or make any statement in connection with the Merger GFSB Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement to its stockholders for approval whether or not the shall prevent GFSB's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determines, after consultation with its outside counsel, that such action is legally required in order for the Company determines at any time subsequent directors to the date hereof and in accordance comply with the terms of this their fiduciary duties to GFSB's shareholders under applicable law; provided further, that Section 5.1 that shall govern withholding, withdrawing, amending or modifying of such recommendation in the Merger Agreement is no longer advisable and recommends that the stockholders of the Company reject itcircumstances described therein.

Stockholder Meetings. The Company and Parent will each, as soon as practicable following the date of this Agreement, duly call, give notice of, take all action necessary to convene and hold a special meeting of stockholders (respectively, the "Company Stockholder Meeting" and holders of the "Parent Stockholder Meeting" and, collectively, Company’s Common Stock at which the "Stockholder Meetings") for holders of the purpose of considering Company’s Common Stock will consider the approval adoption of this Agreement (including any adjournments or postponements thereof, the “Company Stockholders Meeting”) as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company may, in the case of event that an Acquisition Proposal is made within such 10-day period, postpone the Company) and Company Stockholders Meeting for a period not to exceed 14 days following the Share Issuance (in the case date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent). The Company and Parent shall coordinate and cooperate with respect ’s shareholders at which a resolution will be proposed to consider the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts authorization of Parent Shares to solicit such approval by its stockholders be issued in the Merger and shall not withdraw or modify, or propose pursuant to withdraw or modify Company Options and the Company Stock-Based Awards to be assumed in a manner adverse the Merger (the “Parent Shareholders Meeting”) as promptly as practicable after the date hereof. Subject to the Company, such recommendation, except if in the reasonable good faith judgment terms of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure this Agreement and subject to withdraw or modify, such recommendation would violate the its fiduciary duties of such Board of Directors to Parent's stockholders obligations under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company shall rescind any resolution recommend to withdraw or modify its recommendation in favor of approval stockholders, the adoption of this AgreementAgreement and shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. The Company agrees In the event that subsequent to submit the Merger Agreement to its stockholders for approval whether or not date hereof, the Board of Directors of the Company determines at any time subsequent to the date hereof and in accordance with the terms of that this Section 5.1 that the Merger Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement, the stockholders Company shall nevertheless submit this Agreement to the holders of the Company reject itCommon Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent’s Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under applicable law.

Stockholder Meetings. The Company and Parent will each, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company 57 has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company shall rescind any resolution to withdraw or modify its recommendation in favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for approval whether or not the Board of Directors of the Company determines at any time subsequent to the date hereof and in accordance with the terms of this Section 5.1 that the Merger Agreement is no longer advisable and recommends that the stockholders of the Company reject it.

Stockholder Meetings. The Company and Parent will each, as soon as practicable following take all action necessary to convene a special meeting of the date holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders Agreement (respectivelyincluding any adjournments or postponements thereof, the "Company Stockholder Stockholders Meeting" ") as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company may, in the event that an Acquisition Proposal is made within such 10-day period, postpone the Company Stockholders Meeting for a period not to exceed 14 days following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the approval of the authorization of -44- 49 Parent Shares to be issued in the Merger and pursuant to Company Options and the Company Stock-Based Awards to be assumed in the Merger (the "Parent Stockholder Shareholders Meeting" and, collectively, the "Stockholder Meetings") for as promptly as practicable after the purpose of considering date hereof. Subject to the approval terms of this Agreement (in the case of the Company) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend subject to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent's stockholders obligations under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company shall rescind any resolution recommend to withdraw or modify its recommendation in favor of approval stockholders, the adoption of this AgreementAgreement and shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. The Company agrees In the event that subsequent to submit the Merger Agreement to its stockholders for approval whether or not date hereof, the Board of Directors of the Company determines at any time subsequent to the date hereof and in accordance with the terms of that this Section 5.1 that the Merger Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement, the stockholders Company shall nevertheless submit this Agreement to the holders of the Company reject itCommon Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under applicable law.

Stockholder Meetings. The Company and Parent will each, as soon as practicable following take all action necessary to convene a special meeting of the date holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders Agreement (respectivelyincluding any adjournments or postponements thereof, the "Company Stockholder Stockholders Meeting" ") as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company may, in the event that an Acquisition Proposal is made within such 10-day period, postpone the Company Stockholders Meeting for a period not to exceed 14 days following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the approval of the authorization of Parent Shares to be issued in the Merger and pursuant to Company Options and the Company Stock-Based Awards to be assumed in the Merger (the "Parent Stockholder Shareholders Meeting" and, collectively, the "Stockholder Meetings") for as promptly as practicable after the purpose of considering date hereof. Subject to the approval terms of this Agreement (in the case of the Company) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend subject to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent's stockholders obligations under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors of the Company shall rescind any resolution recommend to withdraw or modify its recommendation in favor of approval stockholders, the adoption of this AgreementAgreement and shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. The Company agrees In the event that subsequent to submit the Merger Agreement to its stockholders for approval whether or not date hereof, the Board of Directors of the Company determines at any time subsequent to the date hereof and in accordance with the terms of that this Section 5.1 that the Merger Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement, the stockholders Company shall nevertheless submit this Agreement to the holders of the Company reject itCommon Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under applicable law.