FAC Shareholder Approval. If it is determined by FAC that the completion of the transactions contemplated hereby requires the approval of FAC's shareholders, then (i) such approval shall be a condition to close the transaction contemplated hereby and (ii) FAC agrees that it shall in good faith promptly begin the process of preparing and filing with the SEC any necessary proxy material and will call for and hold a shareholder meeting as soon as is reasonably practicable to vote on such matter. If such approval is required and the shareholders of FAC do not approve the transactions contemplated hereby, this Agreement shall be terminated.
