Common use of Stockholders' Approvals Clause in Contracts

Stockholders' Approvals. (a) The Company shall duly call, give notice of, convene and hold a special meeting of the Company's stockholders (the "Company Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approval in connection with this Agreement and the Merger. The Company shall use its reasonable efforts to obtain stockholder approval of this Agreement, and the Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unless, in each case, the members of the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable law.

Stockholders' Approvals. (a) The Company Each of Capital One and Discover shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “Capital One Meeting"” and the “Discover Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes effective S-4 is declared effective, for the purpose of obtaining (a) the requisite stockholder approval Requisite Discover Vote and the Requisite Capital One Vote required in connection with this Agreement and the Merger. The Company Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Discover and Capital One shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of Capital One and Discover and their respective Boards of Directors shall use its reasonable best efforts to obtain stockholder approval from the stockholders of this AgreementCapital One and Discover, as applicable, the Requisite Capital One Vote and the Requisite Discover Vote, as applicable, including by communicating to the respective stockholders of Capital One and Discover its respective recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of Capital One, the stockholders of Capital One approve the Capital One Share Issuance (the “Capital One Board Recommendation”), and in the Company shallcase of Discover, through its the stockholders of Discover adopt this Agreement (the “Discover Board Recommendation”). Each of DirectorsCapital One and Discover and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the Capital One Board Recommendation, in the case of Capital One, or the Discover Board Recommendation, in the case of Discover, (ii) fail to make the Capital One Board Recommendation, in the case of Capital One, or the Discover Board Recommendation, in the case of Discover, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to its stockholders approval adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Capital One Board Recommendation, in the case of this AgreementCapital One, unlessor the Discover Board Recommendation, in the case of Discover, in each casecase within ten (10) business days (or such fewer number of days as remains prior to the Capital One Meeting or the Discover Meeting, as applicable) after an Acquisition Proposal is made public or any request by the members other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable law.Capital One or

Stockholders' Approvals. (a) The Company shall duly callshall, give notice ofas promptly as practicable, convene submit this Agreement and hold the transactions contemplated hereby for the approval of its stockholders at a special meeting of stockholders and, subject to the Company's stockholders fiduciary duties of its Board of Directors, shall use its reasonable best efforts to obtain stockholder approval and adoption (the "Company Stockholders MeetingStockholders' Approval") of this Agreement and the transactions contemplated hereby. Such meeting of stockholders shall be held as soon as practicable following the date on upon which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approval in connection with this Agreement and the Mergereffective. The Company shall use its reasonable efforts to obtain stockholder approval of this Agreement, and the Company shall, through its Board of Directors, recommend to its stockholders approval of the transactions contemplated by this Agreement, unless, in each case, the members of the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly callshall, give notice ofas promptly as practicable, convene submit this Agreement and hold the transactions contemplated hereby for the approval of its stockholders at a special meeting of Parent's stockholders and, subject to the fiduciary duties of its Board of Directors, shall use its reasonable best efforts to obtain stockholder approval and adoption (the "Parent Stockholders MeetingStockholders' Approval") of this Agreement and the transactions contemplated hereby. Such meeting of stockholders shall be held as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendmenteffective. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, (i) recommend to its stockholders approval of such issuance the transactions contemplated by this Agreement, and such amendment, unless, in each case, the members (ii) authorize and cause an officer of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely Parent to result in a breach of their fiduciary duties to vote Parent's stockholders under applicable lawshares of Subsidiary Common Stock for adoption and approval of this Agreement and the transactions contemplated hereby, and shall take all additional actions as the sole stockholder of Subsidiary necessary to adopt and approve this Agreement and the transactions contemplated hereby.

Stockholders' Approvals. (a) The Company shall duly callshall, give notice ofas promptly as practicable, convene and hold submit this Agreement for adoption by its stockholders at a special meeting of stockholders and, subject to the final sentence of this Section 7.3(a), shall use its reasonable best efforts to obtain stockholder adoption (the "COMPANY STOCKHOLDERS' APPROVAL") of this Agreement. Such meeting of stockholders shall be held as soon as practicable following the date upon which the Registration Statement becomes effective. Except as may be required, in response to any unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under the DGCL as determined by the Board of Directors in good faith, after consultation with the Company's outside legal counsel, the Company's Board of Directors shall recommend to the Company's stockholders adoption of this Agreement. (b) Parent shall, as promptly as practicable, submit the Parent Stock Issuance and Parent Charter Amendment for the approval of its stockholders at a meeting of stockholders and, subject to the third to last sentence of this Section 7.3(b), shall use its reasonable best efforts to obtain stockholder approval (the "Company Stockholders MeetingPARENT STOCKHOLDERS' APPROVAL") of the Parent Stock Issuance and Parent Charter Amendment. Such meeting of stockholders shall be held as soon as practicable following the date on which the Registration Statement becomes effective for effective. Except as may be required, in response to any bona fide "Parent Acquisition Proposal", in order to comply with the purpose fiduciary duties of obtaining the requisite stockholder approval in connection with this Agreement and the Merger. The Company shall use its reasonable efforts to obtain stockholder approval of this Agreement, and the Company shall, through its Parent's Board of DirectorsDirectors under the DGCL as determined by Parent's Board of Directors in good faith, after consultation with Parent's outside legal counsel, Parent's Board of Directors shall recommend to its stockholders approval of this Agreement, unless, in each case, the members of the Board of Directors of the Company, after having consulted with Parent Stock Issuance and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable lawParent Charter Amendment. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as As soon as practicable following after the date on which the Registration Statement becomes effective for the purpose hereof, Parent shall authorize and cause an officer of obtaining the requisite stockholder approvals for the issuance of Parent to vote Parent's shares of Parent Subsidiary Common Stock in for adoption of this Agreement and shall take all additional actions as the Merger and the other transactions contemplated by sole stockholder of Subsidiary necessary to adopt this Agreement. As used herein, as required by the rules a "PARENT ACQUISITION PROPOSAL" shall mean a proposal or offer to acquire all or any substantial part of the NYSE, business and the Charter Amendment. properties of Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors or any capital stock of Parent, after having consulted with and considered the advice whether by merger, purchase of outside counselassets, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawtender offer or otherwise, whether for cash, securities or any other consideration or combination thereof .

Stockholders' Approvals. (a) The Company shall duly call, give notice of, convene and hold a special meeting Subject to the fiduciary duties of the Company's stockholders (Board of Directors of Xxxxxx under applicable Law, Xxxxxx shall, as promptly as practicable, submit the "Company Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approval in connection with transactions contemplated by this Agreement and the Merger. The Company Xxxxxx Agreements for the approval of its stockholders at a meeting of stockholders and shall use its reasonable best efforts to obtain stockholder approval and adoption of the transactions contemplated by this Agreement, Agreement and the Company Xxxxxx Agreements. Subject to the fiduciary duties of the Board of Directors of Xxxxxx under applicable Law, such meeting of stockholders shall be held as soon as practicable. Xxxxxx shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its stockholders at the earliest practicable date. Subject to the fiduciary duties of the Board of Directors of Xxxxxx under applicable Law, Xxxxxx shall, through its Board of Directors, recommend to its stockholders approval of the transactions contemplated by this Agreement, unless, in each case, . (b) Subject to the members fiduciary duties of the Board of Directors of Genlyte under applicable Law, Genlyte shall, as promptly as practicable, submit the Company, after having consulted with transactions contemplated by this Agreement and considered the advice Genlyte Agreements for the approval of outside counsel, reasonably determine in good faith that under its stockholders at a meeting of stockholders and shall use its reasonable best efforts to obtain stockholder approval and adoption of the circumstances transactions contemplated by this Agreement and the foregoing actions would be reasonably likely Genlyte Agreements. Subject to result in a breach of their the fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoing, of the Board of Directors of Genlyte under applicable Law, such meeting of stockholders shall be held as soon as practicable. Genlyte shall use its reasonable best efforts to cause the Company may Joint Proxy Statement to be mailed to its stockholders at any time prior the earliest practicable date. Subject to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders of Genlyte under applicable law. (b) Parent shall duly callLaw, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent Genlyte shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawtransactions contemplated by this Agreement.

Stockholders' Approvals. (a) The Each of Parent and the Company shall duly call, give notice of, convene and hold a special meeting of the Company's its stockholders (the "“Parent Meeting” and the “Company Stockholders Meeting",” respectively) as soon as reasonably practicable following after the date on which the Registration Statement becomes S-4 is declared effective for the purpose of obtaining the requisite stockholder approval Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the MergerMerger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to adopt a merger agreement. The Board of Directors of each of Parent and the Company shall use its reasonable best efforts to obtain stockholder approval from the stockholders of this AgreementParent and the Company, as the case may be, the Requisite Parent Vote, in the case of Parent, and the Requisite Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unlessVote, in each case, the members of the Board of Directors case of the Company, after having consulted with including by communicating to its respective stockholders its recommendation (and considered including such recommendation in the advice of outside counselJoint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. However, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely subject to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoingSections 8.1 and 8.2, if the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of DirectorsParent, after consultation with receiving the advice of its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisor, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably it would be more likely than not to result in a breach violation of its fiduciary duties of the members of under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its stockholders, such Board of Directors may (but shall not be required to) submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the Company's stockholders extent required by law; provided, that neither Board of Directors may take any actions under this sentence unless (i) it gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the applicable Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be more likely than not to result in a violation of its fiduciary duties under applicable law. (b) law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. Parent or the Company shall duly calladjourn or postpone the Parent Meeting or the Company Meeting, give notice ofas the case may be, convene and hold a special if, as of the time for which such meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of is originally scheduled there are insufficient shares of Parent Common Stock or the Company Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the Merger business of such meeting, or if on the date of such meeting the Company or Parent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote or the Requisite Parent Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Parent Meeting and Company Meeting shall be convened and this Agreement shall be submitted to the stockholders of each of Parent and the Company at the Parent Meeting and the Company Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the other transactions matters contemplated by hereby, and nothing contained herein shall be deemed to relieve either Parent or the Company of such obligation. Parent and the Company shall use their reasonable best efforts to cooperate to hold the Company Meeting and the Parent Meeting on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, as required by and to set the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of same record date for each such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawmeeting.

Stockholders' Approvals. (a) The Company Each of MGIC and Radian shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “MGIC Meeting"” and the “Radian Meeting,” respectively) to be held as soon as reasonably practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting upon the requisite stockholder approval approvals required in connection with this Agreement and the Merger. The Company Merger (including approval of the MGIC Articles by the stockholders of MGIC to reflect the name change contemplated by Section 1.10) and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual meeting of shareholders, and each shall use its reasonable best efforts to obtain stockholder approval of this Agreement, cause such meetings to occur as soon as reasonably practicable and on the Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unless, in each case, the members of the same date. The Board of Directors of each of MGIC and Radian shall use its reasonable best efforts to obtain from the Companystockholders of MGIC and Radian, after having consulted with and considered as the advice case may be, the vote in favor of outside counsel, reasonably determine in good faith that under the circumstances approval of this Agreement (which shall include the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties amendment to the Company's stockholders under applicable lawMGIC Articles) required by the WBCL, in the case of MGIC, and the vote in favor of the approval of this Agreement required by the DGCL, in the case of Radian, in each case to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior anything to the Effective Time withdraw, modify, or change any recommendation and declaration regarding contrary contained in this Agreement, MGIC or recommend and declare advisable Radian shall adjourn or postpone the MGIC Meeting or the Radian Meeting, as the case may be, to the extent necessary to ensure that any other offer necessary supplement or proposalamendment to the Joint Proxy Statement is provided to their respective stockholders, in advance of a vote on the matters described above, or, if, as of the time for which such meeting is originally scheduled there are insufficient shares of MGIC or Radian Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if in the Board of Directors, after consultation with its outside counsel, has reasonably determined in reasonable good faith determination of either MGIC or Radian additional time is needed to solicit an affirmative stockholder vote by the MGIC or Radian stockholders in order to obtain the requisite vote for the foregoing matters; provided that the making party so acting shall, at least three business days prior to any such adjournment or postponement, notify the other party of the potential adjournment or postponement and shall consult with the other party regarding the necessity of such recommendation, adjournment or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors postponement. Notwithstanding anything to the Company's contrary herein, unless this Agreement has been terminated, this Agreement shall be submitted to the stockholders under applicable law. (b) Parent shall duly callof MGIC and Radian at the MGIC Meeting and the Radian Meeting, give notice ofrespectively, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting on the requisite stockholder approvals for the issuance approval of shares of Parent Common Stock in the Merger this Agreement and the other transactions matters contemplated by this Agreement, as required by the rules of the NYSEhereby, and the Charter Amendment. Parent nothing contained herein shall use its reasonable efforts be deemed to obtain stockholder approval relieve either MGIC or Radian of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawobligation.

Stockholders' Approvals. (a) The Company Each of MB and TCG shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders MB Meeting" and the "TCG Meeting," respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes S-4 is declared effective for the purpose of (a) obtaining the requisite stockholder approval Requisite MB Vote and the Requisite TCG Vote required in connection with this Agreement and the Merger. The Company , (b) conducting, in the case of the TCG Meeting, a non-binding, advisory stockholder vote with respect to executive compensation as required by Rule 14a-21(c) under the Exchange Act and (c) in the case of the MB Meeting, if so determined by MB, the requisite approval of the stockholders of MB with respect to an amendment to the MB Second Amended and Restated Omnibus Incentive Plan to increase the number of shares of MB Common Stock authorized for grant and the individual award limitations under such plan (the "MB Stock Plan Amendment"), and, if so desired and mutually agreed, to consider such other matters of the type customarily brought before an annual or special meeting of stockholders to adopt a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of MB and TCG shall use its reasonable best efforts to obtain stockholder from the stockholders of MB and TCG, as the case may be, the Requisite MB Vote, and, if applicable, the requisite approval of this Agreementthe stockholders of MB with respect to the MB Stock Plan Amendment, in the case of MB, and the Company shallRequisite TCG Vote, through its Board in the case of DirectorsTCG, recommend including by communicating to its respective stockholders approval of its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and/or approve this AgreementAgreement and the transactions contemplated hereby. However, unlesssubject to Section 8.1 and Section 8.2, in each case, the members of if the Board of Directors of the CompanyTCG or MB, after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisors, determines in good faith that under the circumstances the foregoing actions it would be reasonably more likely to than not result in a breach violation of their its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its stockholders, such Board of Directors may submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the Company's stockholders extent required by law; provided, that the Board of Directors may not take any actions under applicable law. Notwithstanding this sentence unless (x) it gives the foregoingother party at least three (3) business days' prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (y) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisors, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably it would nevertheless more likely to than not result in a breach violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. MB or TCG shall adjourn or postpone the MB Meeting or the TCG Meeting, as the case may be, if, as of the members of time for which such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable law.is originally

Stockholders' Approvals. (a) The Company Each of Rockville and United shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “Rockville Meeting"” and the “United Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes S-4 is declared effective for the purpose of obtaining (i) the requisite stockholder approval Requisite United Vote and the Requisite Rockville Vote required in connection with this Agreement and the Merger. The Company , (ii) in the case of the Rockville Meeting, the requisite approval of the Certificate Amendment by the holders of Rockville Common Stock and (iii) the requisite approval, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to approve a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of Rockville and United shall use its reasonable best efforts to obtain stockholder from the stockholders of Rockville and United, as the case may be, the Requisite Rockville Vote and the requisite approval of this Agreementthe Certificate Amendment by the holders of Rockville Common Stock, in the case of Rockville, and the Company shallRequisite United Vote, through its Board in the case of DirectorsUnited, recommend including by communicating to its stockholders approval of respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they approve this AgreementAgreement and the transactions contemplated hereby. However, unless, in each case, the members of if the Board of Directors of the CompanyUnited or Rockville, after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisor, determines in good faith that under the circumstances the foregoing actions it would be reasonably more likely to than not result in a breach violation of their its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its stockholders, such Board of Directors may submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the Company's stockholders extent required by law; provided, that the Board of Directors may not take any actions under applicable law. Notwithstanding this sentence unless (i) it gives the foregoingother party at least three Business Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisor, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably it would nevertheless more likely to than not result in a breach violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. Rockville or United shall adjourn or postpone the Rockville Meeting or the United Meeting, as the case may be, if, as of the members time for which such meeting is originally scheduled there are insufficient shares of Rockville Common Stock or United Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Board meeting, or, subject to approval of Directors a proposal to do so by the stockholders, if on the date of such meeting United or Rockville, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite United Vote or the Requisite Rockville Vote. Notwithstanding anything to the Company's contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Rockville Meeting and United Meeting shall be convened and this Agreement shall be submitted to the stockholders under applicable law. (b) Parent shall duly callof each of Rockville and United at the Rockville Meeting and the United Meeting, give notice ofrespectively, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting on the requisite stockholder approvals for the issuance approval of shares of Parent Common Stock in the Merger this Agreement and the other transactions matters contemplated by this Agreement, as required by the rules of the NYSEhereby, and the Charter Amendment. Parent nothing contained herein shall use its reasonable efforts be deemed to obtain stockholder approval relieve either Rockville or United of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawobligation.

Stockholders' Approvals. (a) The Company Each of BancShares and CIT shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “BancShares Meeting"” and the “CIT Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes effective S-4 is declared effective, for the purpose of obtaining (a) the requisite stockholder approval Requisite CIT Vote and the Requisite BancShares Vote required in connection with this Agreement and the Merger. The Company Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CIT and BancShares shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable law and the organizational documents of each party. Subject to Section 6.3(b), each of BancShares and CIT and their respective Boards of Directors shall use its reasonable best efforts to obtain stockholder approval from the stockholders of BancShares and CIT, as applicable, the Requisite BancShares Vote and the Requisite CIT Vote, as applicable, including by communicating to the respective stockholders of BancShares and CIT its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of BancShares, the stockholders of BancShares approve this AgreementAgreement (the “BancShares Board Recommendation”), and in the Company shallcase of CIT, that the stockholders of CIT approve this Agreement (the “CIT Board Recommendation”), and each of BancShares and CIT and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the BancShares Board Recommendation, in the case of BancShares, or the CIT Board Recommendation, in the case of CIT, (ii) fail to make the BancShares Board Recommendation, in the case of BancShares, or the CIT Board Recommendation, in the case of CIT, in the Joint Proxy Statement, (iii) adopt, approve, recommend, endorse an Acquisition Proposal, (iv) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through its Board (iv), a “Recommendation Change”) or (v) execute or enter into any letter of Directorsintent, recommend memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than a confidentiality agreement referred to in Section 6.12(a) entered into in compliance with Section 6.12(a)) providing for an Acquisition Proposal (an “Alternative Acquisition Agreement”). (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, prior to the receipt of the Requisite BancShares Vote, in the case of BancShares, or the Requisite CIT Vote, in the case of CIT, each of the Boards of Directors of BancShares and CIT may submit this Agreement to its stockholders approval without recommendation (which, for the avoidance of this Agreementdoubt, unlessshall constitute a Recommendation Change), in each case, the members of the which event such Board of Directors may communicate the basis for its lack of recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law (although the resolutions approving this Agreement as of the Companydate hereof may not be rescinded or amended), if (i)(A) such Board of Directors has received an Acquisition Proposal, which it believes in good faith, after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisors, constitutes a Superior Proposal (in good faith that under the circumstances the foregoing actions would be reasonably likely which event, subject to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoingcompliance with this Section 6.3(b), the Board of Directors of CIT may cause CIT to terminate this Agreement pursuant to Section 8.1(f) and the Company Board of Directors of BancShares may at any time prior cause BancShares to the Effective Time withdrawterminate this Agreement pursuant to Section 8.1(g)) or (B) an Intervening Event has occurred, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the (ii) such Board of Directors, after consultation with receiving the advice of its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisors, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably take such actions would more likely to than not result in a breach violation of its fiduciary duties of the members of such Board of Directors to the Company's stockholders duty under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, if, but only if, (1) BancShares and CIT, as applicable, have complied in all material respects with Section 6.12, (2) BancShares or CIT, as applicable, delivers to the members other party at least four (4) business days’ prior written notice of its intention to take such action, and furnishes to the other party a reasonable description of the Board events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the identity of Directors the person making such Acquisition Proposal, a copy of Parentthe proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), after having consulted with (3) prior to taking such action, BancShares or CIT, as applicable, negotiates, and considered the advice of outside counselcauses its financial, reasonably determine legal, and other advisors to negotiate, in good faith that under with the circumstances other party, during the foregoing actions would be reasonably likely to result in a breach four (4) business day period following BancShares’ or CIT’s, as applicable, delivery of their fiduciary duties to Parent's stockholders under applicable law.the notice

Stockholders' Approvals. (a) The Company Each of BancShares and CIT shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “BancShares Meeting"” and the “CIT Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes effective S-4 is declared effective, for the purpose of obtaining (a) the requisite stockholder approval Requisite CIT Vote and the Requisite BancShares Vote required in connection with this Agreement and the Merger. The Company Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CIT and BancShares shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Such meetings may be held virtually, subject to applicable law and the organizational documents of each party. Subject to Section 6.3(b), each of BancShares and CIT and their respective Boards of Directors shall use its reasonable best efforts to obtain stockholder approval from the stockholders of BancShares and CIT, as applicable, the Requisite BancShares Vote and the Requisite CIT Vote, as applicable, including by communicating to the respective stockholders of BancShares and CIT its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of BancShares, the stockholders of BancShares approve this AgreementAgreement (the “BancShares Board Recommendation”), and in the Company shallcase of CIT, that the stockholders of CIT approve this Agreement (the “CIT Board Recommendation”), and each of BancShares and CIT and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the BancShares Board Recommendation, in the case of BancShares, or the CIT Board Recommendation, in the case of CIT, (ii) fail to make the BancShares Board Recommendation, in the case of BancShares, or the CIT Board Recommendation, in the case of CIT, in the Joint Proxy Statement, (iii) adopt, approve, recommend, endorse an Acquisition Proposal, (iv) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through its Board (iv), a “Recommendation Change”) or (v) execute or enter into any letter of Directorsintent, recommend memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than a confidentiality agreement referred to in Section 6.12(a) entered into in compliance with Section 6.12(a)) providing for an Acquisition Proposal (an “Alternative Acquisition Agreement”). (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, prior to the receipt of the Requisite BancShares Vote, in the case of BancShares, or the Requisite CIT Vote, in the case of CIT, each of the Boards of Directors of BancShares and CIT may submit this Agreement to its stockholders approval without recommendation (which, for the avoidance of this Agreementdoubt, unlessshall constitute a Recommendation Change), in each case, the members of the which event such Board of Directors may communicate the basis for its lack of recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law (although the resolutions approving this Agreement as of the Companydate hereof may not be rescinded or amended), if (i)(A) such Board of Directors has received an Acquisition Proposal, which it believes in good faith, after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisors, constitutes a Superior Proposal (in good faith that under the circumstances the foregoing actions would be reasonably likely which event, subject to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoingcompliance with this Section 6.3(b), the Board of Directors of CIT may cause CIT to terminate this Agreement pursuant to Section 8.1(f) and the Company Board of Directors of BancShares may at any time prior cause BancShares to the Effective Time withdrawterminate this Agreement pursuant to Section 8.1(g)) or (B) an Intervening Event has occurred, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the (ii) such Board of Directors, after consultation with receiving the advice of its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisors, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably take such actions would more likely to than not result in a breach violation of its fiduciary duties of the members of such Board of Directors to the Company's stockholders duty under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, if, but only if, (1) BancShares and CIT, as applicable, have complied in all material respects with Section 6.12, (2) BancShares or CIT, as applicable, delivers to the members other party at least four (4) business days’ prior written notice of its intention to take such action, and furnishes to the other party a reasonable description of the events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the identity of the person making such Acquisition Proposal, a copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (3) prior to taking such action, BancShares or CIT, as applicable, negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with the other party, during the four (4) business day period following BancShares’ or CIT’s, as applicable, delivery of the notice referred to in such sub-clause (2) above (to the extent the party receiving such notice desires to so negotiate), and (4) after the conclusion of such four (4) business day period, the Board of Directors of ParentBancShares or CIT, as applicable, determines in good faith, after having consulted with giving effect to all of the adjustments (if any) which may be offered by the other party pursuant to sub-clause (3) above, that, in the case of actions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and considered in case of actions described in either clause (i)(A) or clause (i)(B) above, it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the advice BancShares Board Recommendation or the CIT Board Recommendation, as applicable (it being agreed that, if such actions are being taken in response to an Acquisition Proposal, in the event that, following delivery of outside counselthe notice referred to in sub-clause (2) above, reasonably determine there is any material revision to the terms of such Acquisition Proposal, including, any revision in price, the four (4) business day period during which the parties agree to negotiate in good faith shall be extended, if applicable, to ensure that under at least two (2) business days remain to negotiate subsequent to the circumstances time BancShares or CIT, as applicable, notifies the foregoing actions other party of any such material revision (it being understood that there may be multiple extensions)). As used in this Agreement, the term “Intervening Event” means any material event, change, effect, development, condition, circumstance or occurrence that (I) improves or would be reasonably likely to result improve the business, financial condition or results of operations of BancShares and its Subsidiaries, taken as a whole, or CIT and its Subsidiaries, taken as a whole, as applicable, (II) is not known by or reasonably foreseeable to the Board of Directors of BancShares or the Board of Directors of CIT, as applicable, as of the date of this Agreement and (III) does not relate to any Acquisition Proposal, the end or reduction of the Pandemic or the lifting or expiration of the Pandemic Measures; provided, that, for the avoidance of doubt, neither of the following shall be considered or taken into account in a breach determining whether an Intervening Event has occurred: (x) changes in the trading price or trading volume of their fiduciary duties the CIT Common Stock (it being understood that the underlying cause of such change may be taken into account to Parent's stockholders under applicable lawthe extent not otherwise excluded by this definition), or (y) the fact alone that BancShares or CIT, as applicable, meets or exceeds any internal or published forecasts or projections for any period (it being understood that the underlying cause of such over-performance by BancShares or CIT, as applicable, may be taken into account to the extent not otherwise excluded by this definition).

Stockholders' Approvals. (a) The Company Each of North and South shall take all action necessary in accordance with applicable Law and their respective articles of incorporation, certificate of incorporation, bylaws or similar organizational documents to duly call, give notice of, convene and hold a special meeting of the Company's stockholders (the "Company Stockholders Meeting") and, as soon as reasonably practicable following after the date on which S-4 is declared effective, hold a meeting of its stockholders or, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the Registration Statement becomes effective relevant stockholder approvals, in each case as promptly as practicable for the purpose of obtaining the requisite stockholder approval Requisite North Vote, in connection with this Agreement the case of North, and the MergerRequisite South Vote, in the case of South (each such meeting or any adjournment or postponement thereof, the “North Meeting” and the “South Meeting”, respectively) but subject to Section 6.3(e). The Company Without the prior written consent of the other party, neither party hereto shall submit any proposal to its stockholders at the North Meeting or the South Meeting, as applicable, except as contemplated by this Agreement. North shall solicit, and use its reasonable best efforts to obtain stockholder approval of this Agreementobtain, the Requisite North Vote at the North Meeting, and the Company shallSouth shall solicit, through and use its Board of Directors, recommend reasonable best efforts to its stockholders approval of this Agreement, unless, in each caseobtain, the members of Requisite South Vote at the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determine South Meeting. (b) Except as expressly provided in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoingthis Section 6.3(b), the Board of Directors of North and South shall (i) recommend to its respective stockholders the Company may at adoption and approval of this Agreement and the transactions contemplated herein, as applicable (including, in the case of North, the North Charter Amendment) (the “Board Recommendation”), (ii) include the Board Recommendation in the Joint Proxy Statement and (iii) with respect to South, not approve, agree to or recommend any time prior Acquisition Proposal or Alternative Transaction. Notwithstanding anything to the Effective Time withdraw, modify, or change any recommendation and declaration regarding contrary contained in this Agreement, the Board of Directors of South shall be permitted (x) not to recommend to its stockholders that they give the Requisite South Vote, (y) not to include the Board Recommendation in the Joint Proxy Statement, or recommend (z) to otherwise withdraw or modify in a manner adverse to North the Board Recommendation (the actions described in clauses (x), (y) and declare advisable (z), each a “Change in Board Recommendation”), in each case, in response to (i) a material event, fact, circumstance, development or occurrence that does not relate to a Superior Proposal (which is addressed in the following clause (ii)) and is unknown to and not reasonably foreseeable by the South Board of Directors as of the date of this Agreement but becomes known to or by the South Board of Directors prior to South obtaining the Requisite South Vote (an “Intervening Event”), or (ii) the receipt of an unsolicited bona fide Acquisition Proposal from a third party that the Board of Directors of South determines in its good faith judgment, after receiving the advice of outside legal counsel and a financial advisor of nationally recognized reputation, is a Superior Proposal, in each case, if, and only if, the Board of Directors of South determines in its good faith judgment, after receiving the advice of outside legal counsel, that failure to make a Change in Board Recommendation would be inconsistent with its fiduciary duties under applicable Law. The Board of Directors of South may not make a Change in Board Recommendation unless (A) five business days (subject to extension as set forth below in this sentence) shall have elapsed following delivery by South to North of written notice advising North that South’s Board of Directors intends to resolve to effect a Change in Board Recommendation absent modification of the terms and conditions of this Agreement, which notice shall include a reasonable description of the event or circumstances giving rise to the decision to effect a Change in Board Recommendation (including, the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof), (B) at the end of such five business day notice period (during which period South shall have negotiated with North in good faith (to the extent North desires to negotiate)) the Board of Directors of South takes into account any amendment or modification to this Agreement proposed by North and (C) after receiving the advice of outside legal counsel and, with respect to financial matters, a financial advisor of nationally recognized reputation, the Board of Directors of South determines in good faith that it nevertheless would be inconsistent with its fiduciary duties under applicable Law not to make the Change in Board Recommendation; provided, however, that, following any material revision to an Acquisition Proposal, South shall be required to deliver a new written notice to North in accordance with this sentence and to again comply with the requirements of this sentence. Notwithstanding anything to the contrary in this Agreement, unless this Agreement has been terminated in accordance with its terms, (1) nothing in this Agreement shall be interpreted to excuse either party from complying with its obligation to submit this Agreement to its stockholders at the North Meeting or the South Meeting, as applicable, or from complying with the obligations set forth in Section 6.3(e), and (2) South shall not submit to the vote of its stockholders any Acquisition Proposal or Alternative Transaction other offer or proposalthan the Merger. Without limiting the foregoing, if the Board of Directors, after consultation with its outside counsel, Directors of South has reasonably determined effected a Change in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") Recommendation as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated expressly permitted by this AgreementSection 6.3(b), as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of then the Board of Directors of ParentSouth may submit this Agreement to its stockholders without the Board Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), after having consulted in which event the Board of Directors of South may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto. (c) For purposes of this Agreement, “Superior Proposal” means, with respect to South, a bona fide, unsolicited written offer made by a third party that, if consummated, would result in such person (or, in the case of a direct merger between such person and considered South, the advice stockholder or stockholders of outside counselsuch person) acquiring, reasonably determine directly or indirectly, 50% of the voting power of the capital stock of South or all or substantially all the assets of South and its Subsidiaries, taken as a whole, and which offer, the Board of Directors of South determines in its good faith that under judgment (after taking into account all of the circumstances terms and conditions of the foregoing actions would be reasonably likely offer and this Agreement (including any proposal by North to result in adjust the terms and conditions of this Agreement), including any break-up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the ability of the person making such proposal to obtain financing, and after taking into account all other legal, financial, strategic, regulatory and other aspects of such proposal, including the identity of the person making such proposal, and this Agreement) is more favorable from a breach financial point of their fiduciary duties view to Parent's its stockholders under applicable lawthan the Merger.

Stockholders' Approvals. (a) The Subject to the fiduciary duties of the Board of Directors of the Company shall duly callunder applicable law, give notice ofthe Company shall, convene as promptly as practicable, submit this Agreement and hold the transactions contemplated hereby for the approval of its stockholders at a special meeting of the Company's stockholders and shall use its reasonable best efforts to obtain stockholder approval and adoption (the "Company Stockholders MeetingStockholders' Approval") of this Agreement and the transactions contemplated hereby. Subject to the fiduciary duties of the Board of Directors of the Company under applicable law, such meeting of stockholders shall be held as soon as practicable following the date on upon which the Registration Statement becomes effective for effective. Subject to the purpose fiduciary duties of obtaining the requisite stockholder approval in connection with this Agreement and Board of Directors of the Merger. The Company shall use its reasonable efforts to obtain stockholder approval of this Agreementunder applicable law, and the Company shall, through its Board of Directors, recommend to its stockholders approval of the transactions contemplated by this Agreement, unless, in each case, . (b) Subject to the members fiduciary duties of the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders Parent under applicable law. Notwithstanding , Parent shall, as promptly as practicable, submit this Agreement and the foregoing, transactions contemplated hereby for the Board approval of Directors of the Company may its stockholders at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders and shall use its reasonable best efforts to obtain stockholder approval and adoption (the "Parent Stockholders MeetingStockholders' Approval") of this Agreement and the transactions contemplated hereby. Such meeting of stockholders shall be held as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendmenteffective. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of DirectorsDirectors (i) subject to the fiduciary duties of the members thereof, recommend to its stockholders approval of such issuance the transactions contemplated by this Agreement and such amendment, unless, in each case, the members (ii) authorize and cause an officer of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely Parent to result in a breach of their fiduciary duties to vote Parent's stockholders under applicable law.shares of Subsidiary Common Stock for adoption and approval of this Agreement and the transactions contemplated hereby and shall take all additional actions as the sole stockholder of Subsidiary necessary to adopt and approve this Agreement and the transactions contemplated hereby. SECTION

Stockholders' Approvals. (a) The Company shall duly call, give notice of, convene and hold Murdxxx xxxll call a special meeting of its stockholders to be held on a date to be mutually agreed to by the Company's stockholders (the "Company Stockholders Meeting") parties as soon as reasonably practicable following the date on which after the Registration Statement becomes is declared effective by the SEC under the Securities Act for the purpose of obtaining considering and voting upon approval of the requisite stockholder approval Merger and such other related matters as it deems appropriate (the "Stockholders' Meeting"). In connection with the Stockholders' Meeting, (a) Murdxxx xxxll prepare a Proxy Statement relating to the Merger and mail such Proxy Statement to the stockholders of Murdxxx, (x) the parties shall furnish to each other all information concerning them that they may reasonably request in connection with this Agreement the preparation of the Proxy Statement, (c) the Board of Directors of Murdxxx xxxll submit for approval of its stockholders the matters to be voted upon at the Stockholders' Meeting, -29- 34 and shall recommend (unless the Merger. The Company shall use Board of Directors of Murdxxx xxxll have concluded in good faith and based upon advice of counsel, that such recommendation would be inconsistent with its reasonable efforts fiduciary obligations under applicable Law) to obtain stockholder its stockholders the approval of this Agreement, and the Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unless, in (d) each case, the members member of the Board of Directors of and the CompanyChief Executive Officer of Murdxxx xxxll vote all Murdxxx Xxxmon Stock beneficially owned by each in favor of approval of this Agreement and consummation of the Merger, after having consulted and (e) the Board of Directors and executive officers of Murdxxx xxxll use their reasonable efforts to obtain such stockholder approvals (subject to compliance with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to the Company's stockholders under applicable lawas advised by counsel). Notwithstanding the foregoing, ABI shall approve and shall cause the Board of Directors of the Company may at any time prior Surviving Corporation to approve the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counsel, has reasonably determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable lawMerger. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement, as required by the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable law.

Stockholders' Approvals. (a) The Company Each of DMGI and the Orchard shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “DMGI Meeting"” and “Orchard Meeting,” respectively) to be held as soon as reasonably practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting upon the requisite stockholder approval approvals required in connection with this Agreement and the Merger. The Company Merger (including in the case of the DMGI Meeting, approval of the matters anticipated in 6.14 and a change in the name of DMGI contemplated by Section 6.14) and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual meeting of shareholders, and each shall use its reasonable best efforts to obtain stockholder approval of this Agreement, cause such meetings to occur as soon as reasonably practicable and on the Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unless, in each case, the members of the same date. The Board of Directors of each of DMGI and the CompanyOrchard shall use its reasonable best efforts to obtain from the stockholders of DMGI and the Orchard, after having consulted with and considered as the advice case may be, the vote in favor of outside counsel, reasonably determine in good faith that under the circumstances approval of this Agreement (which shall include the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties amendment to the Company's stockholders under applicable lawDMGI Articles) required by the DGCL to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Board of Directors of the Company may at any time prior anything to the Effective Time withdraw, modify, or change any recommendation and declaration regarding contrary contained in this Agreement, DMGI shall adjourn or recommend and declare advisable postpone the DMGI Meeting to the extent necessary to ensure that any other offer necessary supplement or proposalamendment to the Proxy Statement is provided to DMGI’s stockholders, in advance of a vote on the matters described above, or, if, as of the time for which such meeting is originally scheduled there are insufficient shares of DMGI Common Stock, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if in the Board of Directors, after consultation with its outside counsel, has reasonably determined in reasonable good faith determination of DMGI additional time is needed to solicit an affirmative stockholder vote by the DMGI stockholders in order to obtain the requisite vote for the foregoing matters; provided that DMGI shall, at least three business days prior to any such adjournment or postponement, notify the making Orchard of the potential adjournment or postponement and shall consult with the Orchard regarding the necessity of such recommendation, adjournment or the failure to withdraw, modify or change its recommendation reasonably likely to result in a breach of fiduciary duties of the members of such Board of Directors postponement. Notwithstanding anything to the Company's contrary herein, unless this Agreement has been terminated, this Agreement shall be submitted to the stockholders under applicable law. (b) Parent shall duly callof DMGI and the Orchard at the DMGI Meeting and the Orchard Meeting, give notice ofrespectively, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting on the requisite stockholder approvals for the issuance approval of shares of Parent Common Stock in the Merger this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either DMGI or the Orchard of such obligation, the shareholders of Orchard shall have approved the transactions contemplated herein by this Agreement, as required by the rules written consent in lieu of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawmeeting.

Stockholders' Approvals. (a) The Company Each of BYFC and CFB shall duly call, give notice of, establish a record date for, convene and hold a special meeting of the Company's its stockholders (the "Company Stockholders “BYFC Meeting"” and the “CFB Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes effective S-4 is declared effective, for the purpose of obtaining (a) in the requisite stockholder approval case of CFB, the Requisite CFB Votes, and in the case of BYFC, the Requisite BYFC Vote and the BYFC Benefit Corporation Vote and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CFB and BYFC shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable after the date of this Agreement and on the same date and at the same time, and to set the same record date for each such meeting. Each of BYFC and CFB and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of BYFC and CFB, as applicable, the Requisite BYFC Vote, the BYFC Benefit Corporation Vote and the Requisite CFB Votes, as applicable, including by communicating to the respective stockholders of BYFC and CFB its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of BYFC, the stockholders of BYFC adopt and approve this Agreement and the Merger. The Company shall use its reasonable efforts to obtain stockholder approval transactions contemplated hereby, including the BYFC Amended Certificate (the “BYFC Board Recommendation”), and, in the case of CFB, the stockholders of CFB adopt and approve this Agreement, Agreement and the Company shalltransactions contemplated hereby (the “CFB Board Recommendation”). (b) Each of BYFC and CFB and their respective Boards of Directors shall not (i) withhold, through its withdraw, modify or qualify in a manner adverse to the other party the BYFC Board Recommendation, in the case of DirectorsBYFC, recommend or the CFB Board Recommendation, in the case of CFB, (ii) fail to make the BYFC Board Recommendation, in the case of BYFC, or the CFB Board Recommendation, in the case of CFB, in the Joint Proxy Statement, or otherwise submit this Agreement to its stockholders approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the BYFC Board Recommendation, in the case of this AgreementBYFC, unlessor the CFB Board Recommendation, in the case of CFB, in each casecase within ten Business Days (or such fewer number of days as remains prior to the BYFC Meeting or the CFB Meeting, as applicable) after an Acquisition Proposal is made public or any request by the members other party to do so, (v) take any action, or make any public statement, filing or release inconsistent with the BYFC Board Recommendation, in the case of BYFC, or the CFB Board Recommendation, in the case of CFB or (vi) publicly propose to do any of the foregoing (any of the foregoing, a “Recommendation Change”). (c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of BYFC or CFB (i) receives a Superior Proposal (after giving effect to the Companyterms of any revised offer by the other party pursuant to this Section 6.3), and (ii) after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisors, determines in good faith that under the circumstances the foregoing actions it would be reasonably likely to result in a breach violation of their its fiduciary duties to the Company's stockholders under applicable law. Notwithstanding law to make or continue to make the foregoingBYFC Board Recommendation or the CFB Board Recommendation, the as applicable, such Board of Directors may, in the case of the Company may at any time BYFC, prior to the Effective Time withdrawreceipt of the Requisite BYFC Vote, modifyand in the case of CFB, prior to the receipt of the Requisite CFB Votes, submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) has complied in all material respects with Section 6.12, (B) gives the other party at least three Business Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to a Superior Proposal, the latest material terms and conditions and the identity of the third party in any such Superior Proposal, or change any recommendation and declaration regarding this Agreementamendment or modification thereof, or recommend describe in reasonable detail such other event or circumstances, including the information under Section 6.12(b)) and declare advisable (C) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other offer or proposal, if the Board of Directorsparty and, after consultation with receiving the advice of its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisors, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to result in a breach violation of its fiduciary duties under applicable law to make or continue to make the BYFC Board Recommendation or CFB Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. BYFC or CFB shall adjourn or postpone the BYFC Meeting or the CFB Meeting, as the case may be, if, as of the members time for which such meeting is originally scheduled there are insufficient shares of BYFC Common Stock or CFB Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CFB or BYFC, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite CFB Votes or the Requisite BYFC Vote. (d) As used in this Agreement, “Superior Proposal” means any unsolicited bona fide written Acquisition Proposal with respect to which the Board of Directors of BYFC or CFB determines in its good faith judgment (after receiving the advice of its outside legal counsel and, with respect to the Company's financial matters, its financial advisors) is reasonably likely to be consummated in accordance with its terms, and if consummated, would result in a transaction more favorable, from a financial point of view, to its respective stockholders under applicable law. (b) Parent shall duly call, give notice of, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of shares of Parent Common Stock in than the Merger and the other transactions contemplated by this Agreement, Agreement (as required it may be proposed to be amended by the rules other party hereto), taking into account all relevant factors (including the Acquisition Proposal and this Agreement (including any proposed changes to this Agreement that may be proposed by the other party hereto in response to such Acquisition Proposal)); provided, that for purposes of the NYSE, and definition of “Superior Proposal,” the Charter Amendment. Parent references to “25%” in the definition of Acquisition Proposal shall use its reasonable efforts be deemed to obtain stockholder approval of such issuance and such amendment and Parent shall, through its Board of Directors, recommend be references to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable law“50%.”

Stockholders' Approvals. (a) The Company Each of Provident and Sterling shall duly call, give notice of, convene and hold call a special meeting of the Company's its stockholders (the "Company Stockholders “Provident Meeting"” and the “Sterling Meeting,” respectively) to be held as soon as reasonably practicable following after the date on which the Registration Statement becomes S-4 is declared effective for the purpose of obtaining (i) the requisite stockholder approval Requisite Sterling Vote and the Requisite Provident Vote required in connection with this Agreement and the Merger. The Company Merger and (ii) in the case of the Provident Meeting, if so determined by Provident, the requisite approval of the stockholders of Provident with respect to an amendment to the Provident 2012 Stock Incentive Plan to increase the number of shares of Provident Common Stock authorized for grant and the individual award limitations under such plan (the “Provident Stock Plan Amendment”), and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of shareholders to adopt a merger agreement, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of Provident and Sterling shall use its reasonable best efforts to obtain stockholder from the stockholders of Provident and Sterling, as the case may be, the Requisite Provident Vote, and, if applicable, the requisite approval of this Agreementthe stockholders of Provident with respect to the Provident Stock Plan Amendment, in the case of Provident, and the Company shallRequisite Sterling Vote, through its Board in the case of DirectorsSterling, recommend including by communicating to its stockholders approval of respective shareholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they adopt and approve this AgreementAgreement and the transactions contemplated hereby. However, unlesssubject to Section 8.1 and Section 8.2, in each case, the members of if the Board of Directors of the CompanySterling or Provident, after having consulted with and considered receiving the advice of its outside counselcounsel and, reasonably determine with respect to financial matters, its financial advisors, determines in good faith that under the circumstances the foregoing actions it would be reasonably more likely to than not result in a breach violation of their its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, such Board of Directors may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the Company's stockholders extent required by law; provided, that the Board of Directors may not take any actions under applicable law. Notwithstanding this sentence unless (i) it gives the foregoingother party at least three business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of Directors, after consultation with its outside counselcounsel and, has reasonably determined with respect to financial matters, its financial advisors, determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably it would nevertheless more likely to than not result in a breach violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. Provident or Sterling shall adjourn or postpone the Provident Meeting or the Sterling Meeting, as the case may be, if, as of the members time for which such meeting is originally scheduled there are insufficient shares of Provident Common Stock or Sterling Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Board meeting, or if on the date of Directors such meeting Sterling or Provident, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Sterling Vote or the Requisite Provident Vote. Notwithstanding anything to the Company's contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Provident Meeting and Sterling Meeting shall be convened and this Agreement shall be submitted to the stockholders under applicable law. (b) Parent shall duly callof each of Provident and Sterling at the Provident Meeting and the Sterling Meeting, give notice ofrespectively, convene and hold a special meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining voting on the requisite stockholder approvals for the issuance adoption of shares of Parent Common Stock in the Merger this Agreement and the other transactions matters contemplated by this Agreement, as required by the rules of the NYSEhereby, and the Charter Amendment. Parent nothing contained herein shall use its reasonable efforts be deemed to obtain stockholder approval relieve either Provident or Sterling of such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawobligation.

Stockholders' Approvals. (a) The Each of Parent and the Company shall duly call, give notice of, convene and hold a special meeting of the Company's its stockholders (the "“Parent Meeting” and the “Company Stockholders Meeting",” respectively) as soon as reasonably practicable following after the date on which the Registration Statement becomes S-4 is declared effective for the purpose of obtaining the requisite stockholder approval Requisite Company Vote and the Requisite Parent Vote required in connection with this Agreement and the MergerMerger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to adopt a merger agreement. The Board of Directors of each of Parent and the Company shall use its reasonable best efforts to obtain stockholder approval from the stockholders of this AgreementParent and the Company, as the case may be, the Requisite Parent Vote, in the case of Parent, and the Requisite Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, unlessVote, in each case, the members of the Board of Directors case of the Company, after having consulted with including by communicating to its respective stockholders its recommendation (and considered including such recommendation in the advice of outside counselJoint Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. However, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely subject to result in a breach of their fiduciary duties to the Company's stockholders under applicable law. Notwithstanding the foregoingSections 8.1 and 8.2, if the Board of Directors of the Company may at any time prior to the Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement, or recommend and declare advisable any other offer or proposal, if the Board of DirectorsParent, after consultation with receiving the advice of its outside counsel, has reasonably determined determines in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation reasonably it would be more likely than not to result in a breach violation of its fiduciary duties of the members of under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its stockholders, such Board of Directors may (but shall not be required to) submit this Agreement to its stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the Company's stockholders extent required by law; provided, that neither Board of Directors may take any actions under this sentence unless (i) it gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the applicable Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and after receiving the advice of its outside counsel, determines in good faith that it would nevertheless be more likely than not to result in a violation of its fiduciary duties under applicable law. (b) law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. Parent or the Company shall duly calladjourn or postpone the Parent Meeting or the Company Meeting, give notice ofas the case may be, convene and hold a special if, as of the time for which such meeting of Parent's stockholders (the "Parent Stockholders Meeting") as soon as practicable following the date on which the Registration Statement becomes effective for the purpose of obtaining the requisite stockholder approvals for the issuance of is originally scheduled there are insufficient shares of Parent Common Stock or the Company Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the Merger business of such meeting, or if on the date of such meeting the Company or Parent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote or the Requisite Parent Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, each of the Parent Meeting and Company Meeting shall be convened and this Agreement shall be submitted to the stockholders of each of Parent and the Company at the Parent Meeting and the Company Meeting, respectively, for the purpose of voting on the adoption of this Agreement and the other transactions matters contemplated by hereby, and nothing contained herein shall be deemed to relieve either Parent or the Company of such obligation. Parent and the Company shall use their reasonable best efforts to cooperate to hold the Company Meeting and the Parent Meeting on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, as required by and to set the rules of the NYSE, and the Charter Amendment. Parent shall use its reasonable efforts to obtain stockholder approval of same record date for each such issuance and such amendment and Parent shall, through its Board of Directors, recommend to its stockholders approval of such issuance and such amendment, unless, in each case, the members of the Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determine in good faith that under the circumstances the foregoing actions would be reasonably likely to result in a breach of their fiduciary duties to Parent's stockholders under applicable lawmeeting.