Common use of Stockholders’ Meeting; Proxy Statement Clause in Contracts

Stockholders’ Meeting; Proxy Statement. Delphax shall call and hold a meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable in order that its stockholders may consider and vote upon (i) a proposal to approve the issuance and sale to Air T of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement, and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will not apply to, or govern in any manner, Delphax and its stockholders. Delphax will prepare as promptly as possible proxy materials relating to the Stockholders Meeting and cause the proxy materials to be mailed to its stockholders. Air T agrees to provide Delphax with the information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the proxy statement, the recommendation of Delphax’s Board of Directors that the stockholders of Delphax vote in favor of (i) the approval and adoption of this Agreement and the transactions contemplated hereby, and (ii) the amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act does not apply to, or govern in any manner, Delphax and its stockholders. Delphax shall solicit proxies and may, at its discretion, employ a proxy solicitation firm to assist in disseminating proxy materials, contacting stockholders to solicit proxies to vote in favor of the approval and adoption of this Agreement, and performing the services customarily performed by such firms in transactions of this type. At or prior to the Closing, Delphax shall deliver to Air T a certificate of Delphax’s Secretary setting forth the voting results from its Stockholders Meeting.

Stockholders’ Meeting; Proxy Statement. Delphax shall call (a) The board of directors of Bancorp has determined that this Agreement and the transactions contemplated hereby are in the best interests of Bancorp and its stockholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Bancorp's stockholders for adoption and approval at a duly held meeting of such stockholders. Bancorp shall, as soon as practicable, take all steps necessary to duly call, give notice of, convene and hold a special meeting of its stockholders (and take such actions as shall be appropriate for the “Stockholders Meeting”) as soon as reasonably practicable in order that its stockholders may consider and vote upon (i) a proposal to approve special meeting for the issuance and sale to Air T purpose of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement, and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will not apply to, or govern in any manner, Delphax and its stockholders. Delphax will prepare as promptly as possible proxy materials relating to the Stockholders Meeting and cause the proxy materials to be mailed to its stockholders. Air T agrees to provide Delphax with the information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the proxy statement, the recommendation of Delphax’s Board of Directors that the stockholders of Delphax vote in favor of (i) the obtaining stockholder approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (the "Stockholders' Meeting"). (b) Bancorp shall prepare a proxy statement for the purpose of holding the Stockholders' Meeting (the "Proxy Statement") and Bancorp shall submit the Proxy Statement to the SEC within forty-five (ii45) days after the amendment date of Delphax’s Bylaws this Agreement. The Proxy Statement shall be prepared in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. (c) Purchaser shall furnish such information concerning Purchaser and the Bank as is necessary to prepare the Proxy Statement, insofar as it relates to Purchaser or the Bank, in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. Purchaser agrees promptly to advise Bancorp if at any time prior to the Stockholders' Meeting any information provided by Purchaser for use in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide that to Bancorp the Minnesota Control Share Acquisition Act does not apply to, information needed to correct such inaccuracy or govern in any manner, Delphax omission. (d) Bancorp shall prepare the initial draft of the Proxy Statement and deliver such initial draft to Purchaser at least ten (10) Business Days prior to the date on which it will be filed with the SEC. Bancorp shall deliver a final proposed Proxy Statement to Purchaser and its stockholderscounsel at least two (2) Business Days prior to filing it with the SEC, and shall provide Purchaser with copies of all responses from or written communications from SEC relating to the Proxy Statement. Delphax Bancorp shall solicit proxies and mayalso deliver a copy of the final Proxy Statement to Purchaser promptly after the SEC has completed its review thereof. (e) Bancorp shall mail the Proxy Statement to its stockholders as soon practicable, but in no event later than thirty (30) days after the date the SEC has completed its review of the Proxy Statement (the "Mailing Date"). (f) Bancorp shall retain, at its discretionBancorp's expense, employ a proxy solicitation firm to assist in disseminating proxy materials, contacting stockholders to solicit proxies to vote in favor of the approval and adoption of this Agreementdesignated by Purchaser promptly following Purchaser's request, and performing the services customarily performed by shall cooperate fully with requests of such firms in transactions of this type. At or prior to the Closing, Delphax shall deliver to Air T a certificate of Delphax’s Secretary setting forth the voting results from its Stockholders Meetingproxy solicitation firm.

Stockholders’ Meeting; Proxy Statement. Delphax shall call (a) The board of directors of Bancorp has determined that this Agreement and the transactions contemplated hereby are in the best interests of Bancorp and its stockholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Bancorp's stockholders for adoption and approval at a duly held meeting of such stockholders. Bancorp shall, as soon as practicable, take all steps necessary to duly call, give notice of, convene and hold a Bancorp's regular annual meeting of its stockholders (and to take such actions as shall be appropriate for the “Stockholders Meeting”) as soon as reasonably practicable in order that its stockholders may consider annual meeting and vote upon (i) a proposal to approve for the issuance and sale to Air T purpose of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement, and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will not apply to, or govern in any manner, Delphax and its stockholders. Delphax will prepare as promptly as possible proxy materials relating to the Stockholders Meeting and cause the proxy materials to be mailed to its stockholders. Air T agrees to provide Delphax with the information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the proxy statement, the recommendation of Delphax’s Board of Directors that the stockholders of Delphax vote in favor of (i) the obtaining stockholder approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (the "Stockholders' Meeting"). (b) Bancorp shall prepare a proxy statement for the purpose of holding the Stockholders' Meeting (the "Proxy Statement") and shall submit the Proxy Statement to the SEC within thirty (30) days after (i) the date on which Bancorp receives the no-action letter contemplated in Section 6.1(d) below or (ii) the amendment of Delphax’s Bylaws date on which the SEC advises Bancorp or its counsel that it will not issue the requested no-action letter. Notwithstanding the foregoing, Bancorp shall submit the Proxy Statement to provide that the Minnesota Control Share Acquisition Act does not apply toSEC no later than July 15, or govern 2001. The Proxy Statement shall be prepared in any manner, Delphax and its stockholders. Delphax shall solicit proxies and may, at its discretion, employ a proxy solicitation firm to assist in disseminating proxy materials, contacting stockholders to solicit proxies to vote in favor accordance with all applicable requirements of the approval Securities Exchange Act and adoption the rules and regulations promulgated thereunder. The Proxy Statement shall include the Keefe, Bruyette, & Woods Fairness Opinion referred to in Section 4.32 above, which shaxx xx redated and reconfirmed as of this Agreementthe date of mailing of the Proxy Statement. (c) Buyer shall furnish such information concerning Buyer and the Bank as is necessary to prepare the Proxy Statement, insofar as it relates to Buyer or the Bank, in accordance with all applicable requirements of the Securities Exchange Act and performing the services customarily performed by such firms in transactions of this typerules and regulations promulgated thereunder. At or Buyer agrees promptly to advise Bancorp if at any time prior to the ClosingStockholders' Meeting any information provided by Buyer for use in the Proxy Statement becomes incorrect or incomplete in any material respect, Delphax and to provide to Bancorp the information needed to correct such inaccuracy or omission. (d) Bancorp shall deliver a draft of the Proxy Statement to Air T Buyer and its counsel at least two (2) Business Days prior to filing it with the SEC, and shall provide Buyer with copies of all responses from or written communications from SEC relating to the Proxy Statement. Bancorp shall also deliver a certificate copy of Delphax’s Secretary setting forth the voting results from final Proxy Statement to Buyer promptly after the SEC has completed its Stockholders Meetingreview thereof. (e) Bancorp shall mail the Proxy Statement to its stockholders as soon practicable, but in no event later than thirty (30) days after the date the SEC has completed its review of the Proxy Statement (the "Mailing Date").

Stockholders’ Meeting; Proxy Statement. Delphax shall call (a) The board of directors of Bancshares has determined that this Agreement and the transactions contemplated hereby are in the best interests of Bancshares and its stockholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Bancshares’ stockholders for adoption and approval at a duly held meeting of such stockholders. Bancshares shall, as soon as practicable, take all steps necessary to duly call, give notice of, convene and hold a special meeting of its stockholders (and take such actions as shall be appropriate for the “Stockholders Meeting”) as soon as reasonably practicable in order that its stockholders may consider and vote upon (i) a proposal to approve special meeting for the issuance and sale to Air T purpose of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement, and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will not apply to, or govern in any manner, Delphax and its stockholders. Delphax will prepare as promptly as possible proxy materials relating to the Stockholders Meeting and cause the proxy materials to be mailed to its stockholders. Air T agrees to provide Delphax with the information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the proxy statement, the recommendation of Delphax’s Board of Directors that the stockholders of Delphax vote in favor of (i) the obtaining stockholder approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). (b) Bancshares shall prepare a proxy statement for the purpose of holding the Stockholders’ Meeting (the “Proxy Statement”) and Bancshares shall submit the Proxy Statement to the SEC as soon as practicable, but in any event within forty-five (ii45) days, after the amendment date of Delphax’s Bylaws this Agreement. The Proxy Statement shall be prepared in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. (c) Purchaser shall furnish such information concerning Purchaser and the Bank as is necessary to prepare the Proxy Statement, insofar as it relates to Purchaser or the Bank, in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. Purchaser agrees promptly to advise Bancshares if at any time prior to the Stockholders’ Meeting any information provided by Purchaser for use in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide that to Bancshares the Minnesota Control Share Acquisition Act does not apply to, information needed to correct such inaccuracy or govern in any manner, Delphax omission. (d) Bancshares shall prepare the initial draft of the Proxy Statement and deliver such initial draft to Purchaser at least five (5) Business Days prior to the date on which it will be filed with the SEC. Bancshares shall deliver a final proposed Proxy Statement to Purchaser and its stockholderscounsel at least two (2) Business Days prior to filing it with the SEC, and shall provide Purchaser with copies of all responses from or written communications from the SEC relating to the Proxy Statement. Delphax Bancshares shall solicit proxies and mayalso deliver a copy of the final Proxy Statement to Purchaser promptly after the SEC has completed its review thereof. (e) Bancshares shall mail the Proxy Statement to its stockholders as soon practicable, but in no event later than thirty (30) days after the date the SEC has completed its review of the Proxy Statement (the “Mailing Date”). (f) Bancshares shall retain, at its discretionBancshares’ expense, employ a proxy solicitation firm mutually agreed to assist in disseminating proxy materials, contacting stockholders to solicit proxies to vote in favor of the approval by Purchaser and adoption of this AgreementBancshares promptly following Purchaser’s request, and performing the services customarily performed by shall cooperate fully with requests of such firms in transactions of this type. At or prior to the Closing, Delphax shall deliver to Air T a certificate of Delphax’s Secretary setting forth the voting results from its Stockholders Meetingproxy solicitation firm.