Common use of Stockholder Approvals Clause in Contracts

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock (including any adjournment or postponement, the “NAL Meeting”), as promptly as practicable after the Registration Statement is declared effective, to consider and vote upon adoption of this Agreement and to cause such vote to be taken. NAL and the NAL Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a).

Stockholder Approvals. (a) The NAL Board will submit Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to its convene, respectively, an appropriate meeting of stockholders of Dana tx xxnsider and vote upon the approval of the issuance of shares of Dana Cxxxxn Stock pursuant to this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out Dana sxxxxholders for consummation of the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock Merger (including any adjournment or postponement, the “NAL "Dana Mxxxxng"), and an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved by the Company's stockholders for consummation of the Merger (including any adjournment or postponement, the "Company Meeting”"; and each of the Dana Mxxxxng and the Company Meeting, a "Meeting"), respectively, as promptly as practicable after the Registration Statement is declared effectivedate hereof. The Board of Directors of each of Dana axx xhe Company shall recommend such approval, and each of Dana axx xhe Company shall take all reasonable lawful action to consider and vote upon adoption solicit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement and to cause such vote to be taken. NAL and or the NAL Merger if the Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of Directors of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL BoardCompany, after consultation having consulted with outside counsel, determines in good faith that, because that the refusal to do so would constitute a breach by the Board of Directors of the receipt Company of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the DGCL to continue to CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its stockholders in light approval or recommendation of such Acquisition Proposal, then, in submitting this Agreement at the NAL MeetingAgreement, the NAL Board may do one Merger or more the issuance of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack shares of a recommendation to the stockholders Dana Cxxxxn Stock in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to Merger if the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided Board of Directors of Dana, xxxxr having consulted with outside counsel, determines that the NAL refusal to do so would constitute a breach by the Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice Directors of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)Dana ox xxeir fiduciary duties under applicable laws.

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement Each of Sterling and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene Xxxxxxx shall call a meeting of its holders of NAL Common Stock stockholders (including any adjournment or postponement, the “NAL Sterling Meeting”), ” and the “Xxxxxxx Meeting,” respectively) to be held as promptly soon as reasonably practicable after the Registration Statement S-4 is declared effective, to consider for the purpose of obtaining (a) the Requisite Sterling Vote and vote upon adoption of the Requisite Xxxxxxx Vote required in connection with this Agreement and the 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 Sterling and Xxxxxxx shall use its reasonable best efforts to cause such vote meetings to be takenoccur as soon as reasonably practicable and on the same date. NAL Each of Xxxxxxx and the NAL Board will Sterling and their respective Boards of Directors shall use their its reasonable best efforts to obtain from its the stockholders of Xxxxxxx and Sterling, as applicable, the votes in favor of Requisite Xxxxxxx Vote and the adoption of this Agreement required by the DGCLRequisite Sterling Vote, as applicable, including by recommending communicating to the respective stockholders of Xxxxxxx and Sterling its recommendation (and including such recommendation in the Joint Proxy Statement) that its the stockholders vote in favor of Xxxxxxx and Sterling, respectively, adopt this Agreement, and NAL Agreement (the “Xxxxxxx Board Recommendation” and the NAL “Sterling Board will Recommendation,” respectively). Each of Xxxxxxx and Sterling and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or adversely modify the Sterling Board Recommendation, in the case of Sterling, (ii) fail to make the Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in the Joint Proxy Statement, (iii) adopt, approve, 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 Xxxxxxx Board Recommendation, in the case of Xxxxxxx, or the Sterling Board Recommendation, in the case of Sterling, in each case within ten (10) business days (or such fewer number of days as remains prior to the Xxxxxxx Meeting or the Sterling Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose or resolve to withdrawdo any of the foregoing (any of the foregoing, qualify or adversely modify) the NAL a “Recommendation to the NAL stockholders (an “Adverse RecommendationChange”). However, ifsubject to Section 8.1 and Section 8.2, prior to if the time the NAL Requisite Vote is obtained, the NAL BoardBoard of Directors of Xxxxxxx or Sterling, after consultation receiving the advice of its outside counsel and, with outside counselrespect to financial matters, its financial advisors, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under the DGCL applicable law to make or continue to recommend make the Xxxxxxx Board Recommendation or the Sterling Board Recommendation, as applicable, such Board of Directors may, in the case of Xxxxxxx, prior to the receipt of the Requisite Xxxxxxx Vote, and in the case of Sterling, prior to the receipt of the Requisite Sterling Vote, submit this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to approving this Agreement as of the date hereof may not be rescinded or amended), in which event the NAL such Board of Directors may communicate the basis for its lack of a recommendation to the its stockholders in the Joint Proxy/Prospectus Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided provided, that the NAL such Board of Directors may not take any particular action described in clauses (1) or (2) of actions under this sentence without unless it (XA) giving FNFG 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 proposed event or circumstances giving rise to its determination to take such action (which notice shall also include notice of including, in the event such action is taken in response to an Acquisition Proposal and Proposal, the latest material terms and conditions of of, and the identity of the person(s) making 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 (YB) giving FNFG five (5) business days to respond to at the end of such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposalnotice period, the NAL Board will take takes into account any amendment or modification to this Agreement proposed by FNFG the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in response thereto good faith that 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 Xxxxxxx Board Recommendation or Sterling Board Recommendation, as well as any other information provided by FNFGthe case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)6.3 and will require a new notice period as referred to in this Section 6.3. Xxxxxxx or Sterling shall adjourn or postpone the Xxxxxxx Meeting or the Sterling Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Xxxxxxx 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 meeting, or if on the date of such meeting Sterling or Xxxxxxx, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Sterling Vote or the Requisite Xxxxxxx Vote. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the Xxxxxxx Meeting shall be convened and this Agreement shall be submitted to the stockholders of Xxxxxxx at the Xxxxxxx Meeting and (y) the Sterling Meeting shall be convened and this Agreement shall be submitted to the stockholders of Sterling at the Sterling Meeting, and nothing contained herein shall be deemed to relieve either Xxxxxxx or Sterling of such obligation.

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions Each of this Agreement. In furtherance of that obligation, NAL will them shall take, in accordance with applicable law law, National Association of Securities Dealers rules and its Governing Documentsrespective articles or certificate of incorporation and by-laws, all action necessary or to convene, respectively, an appropriate to convene a meeting of its holders stockholders of NAL ExecuFirst to consider and vote upon the issuance of the shares of the Surviving Corporation Common Stock to be issued in the Merger pursuant to this Plan and to vote on any other stockholder approval matters required for or incidental to consummation of the Merger including the approval of the Amended and Restated Surviving Corporation Option Plan (including the "ExecuFirst Meeting"), and an appropriate meeting of stockholders of Republic to consider and vote upon the approval of this Plan and to vote on any adjournment other stockholder approval matters required for or postponementincidental to consummation of the Merger (the "Republic Meeting"; each of the ExecuFirst Meeting and the Republic Meeting, the “NAL a "Meeting”"), respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective, . Subject to consider and vote upon adoption of this Agreement and to cause such vote to be taken. NAL Section 5.06 and the NAL next succeeding sentence, the Board of Directors of each of ExecuFirst and Republic will use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreementrecommend such approval, and NAL each of ExecuFirst and the NAL Republic will take all reasonable lawful action to solicit such approval by its respective stockholders. The Board will not of Directors of ExecuFirst or Republic, acting on behalf of ExecuFirst or Republic, respectively, may fail to make such recommendation, or withdraw, qualify modify or adversely modify (change any such recommendation if and only if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or publicly propose or resolve the failure so to withdraw, qualify modify or adversely modify) change its recommendation, would constitute a breach of the NAL Recommendation fiduciary duties of such directors under applicable law. Notwithstanding anything to the NAL stockholders (an “Adverse Recommendation”). Howevercontrary contained herein, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because each of the receipt Stock Option Agreements shall be effective on its own terms and an obligation of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposaleach party, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more independent of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes provisions of this Section 6.02(a)5.02 and Section 5.06.

Stockholder Approvals. (a) The NAL Board will submit Company shall duly take all lawful action to its stockholders this Agreement call, give notice of, convene and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene hold a meeting of its holders of NAL Common Stock (including any adjournment or postponement, the “NAL Meeting”), stockholders as promptly as practicable after following the Registration Statement is declared effectivedate upon which the Form S-4 becomes effective (the "Company Stockholders Meeting") for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock to adopt this Agreement (the "Required Company Vote") and, except as provided hereby, shall take all reasonable action to consider and vote upon solicit the adoption of this Agreement by such stockholders. The Board of Directors of the Company shall recommend adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company (the "Company Recommendation"); provided, however, that, if the Company receives a Superior Proposal, the Board of Directors of the Company may (x) withdraw, modify, qualify in any manner adverse to cause Buyer, condition or refuse to make such vote recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Company Recommendation") if the Board of Directors of the Company determines, in good faith after consulting with its outside financial and legal advisors, that the failure to take such action would breach, or would reasonably be takenexpected to result in a breach of, its fiduciary obligations under applicable law. NAL and Notwithstanding anything to the NAL Board will use their reasonable best efforts contrary herein, this Agreement shall (unless the Agreement shall have been terminated in accordance with its terms) be submitted to obtain from its the stockholders of the votes in favor Company at the Company Stockholders Meeting for the purpose of voting on the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice nothing contained herein shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes relieve the Company of this Section 6.02(a)such obligation.

Stockholder Approvals. (a) The NAL Board of Directors of the Company has resolved to recommend to its stockholders that they approve this Agreement, and will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such its stockholders in order to carry out the intentions of this Agreement. The Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will submit to its stockholders the Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will each of Parent and the Company shall take, in accordance with applicable law and its Governing Documentsthe Company Charter and Company Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock respective stockholders (including any adjournment or postponementsuch meetings, the “NAL Company Meeting” and the “Parent Meeting”), respectively) to be held as promptly soon as reasonably practicable after the Registration Statement S-4 is declared effectiveeffective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote, to consider and vote upon adoption of as applicable, required in connection with this Agreement and to cause such vote the Merger, and, if so desired and mutually agreed, upon other matters required to be takenapproved by its respective stockholders in order to carry out the intentions of this Agreement. NAL and The Board of Directors of the NAL Board will Company shall use their its reasonable best efforts to obtain from its the stockholders the votes in favor of the adoption Company the Requisite Company Vote, and the Board of Directors of Parent shall use its reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement required by and the DGCL, including by recommending that its stockholders vote in favor of this Agreementtransactions contemplated hereby, and NAL in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation Company shall engage a proxy solicitor reasonably acceptable to the NAL other party to assist in the solicitation of proxies from stockholders (an “Adverse Recommendation”)relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if, prior to if the time Board of Directors of the NAL Requisite Vote is obtained, the NAL BoardCompany, after consultation with receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of reasonably be expected to violate its fiduciary duties under the DGCL applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement to recommend its stockholders, the Board of Directors of the Company may submit this Agreement to its stockholders in light of such Acquisition Proposalwithout recommendation, then, in submitting this Agreement at the NAL Meeting, the NAL Board or may do one or more of the following: (1) submit this Agreement without change its recommendation (although the resolutions adopting the NAL Recommendation prior to approving this Agreement as of the date hereof may not be rescinded or amended), in which event the NAL Board of Directors of the Company may communicate the basis for its lack of a recommendation or change in its recommendation to the its stockholders in the Joint Proxy/Prospectus Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board of Directors of the Company may not take any particular action described in clauses (1) or (2) of actions under this sentence without unless (Xi) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG it gives Parent at least five (5) business days days’ prior written notice of its intention to respond take such action and a reasonable description of the event or circumstances giving rise to its determination to take such Acquisition Proposal. In determining whether to make an Adverse Recommendation action (including, in the event such action is taken in response to any an Acquisition Proposal, the NAL identity of the person making such Acquisition Proposal, the latest material terms and conditions of 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 will take of Directors of the Company takes into account any amendment or modification to this Agreement proposed by FNFG Parent, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in response thereto as well as any other information provided by FNFGgood faith that it would nevertheless reasonably be expected to violate 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 6.02(a)6.3 and will require a new notice period as referred to in this Section 6.3. The Company acknowledges that Parent may submit to its stockholders at the Parent Meeting a proposal to amend the terms of the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members.

Stockholder Approvals. (a) The NAL Board of Directors of the Company has resolved to recommend to its stockholders that they approve this Agreement, and will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such its stockholders in order to carry out the intentions of this Agreement. The Board of Directors of Parent has resolved to recommend to its stockholders that they approve the Parent Stockholder Matters, and will submit to its stockholders the Parent Stockholder Matters and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will each of Parent and the Company shall take, in accordance with applicable law and its Governing Documentsthe Company Charter and Company Bylaws (in the case of the Company) and the Parent Articles and Parent Bylaws (in the case of Parent), all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock respective stockholders (including any adjournment or postponementsuch meetings, the “NAL Company Meeting” and the “Parent Meeting”), respectively) to be held as promptly soon as reasonably practicable after the Registration Statement S-4 is declared effectiveeffective for the purpose of obtaining the Requisite Company Vote and the Requisite Parent Vote, to consider and vote upon adoption of as applicable, required in connection with this Agreement and to cause such vote the Merger, and, if so desired and mutually agreed, upon other matters required to be takenapproved by its respective stockholders in order to carry out the intentions of this Agreement. NAL and The Board of Directors of the NAL Board will Company shall use their its reasonable best efforts to obtain from its the stockholders the votes in favor of the adoption Company the Requisite Company Vote, and the Board of Directors of Parent shall use its reasonable best efforts to obtain from the stockholders of Parent the Requisite Parent Vote, in each case including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of the Company, they adopt and approve this Agreement required by and the DGCL, including by recommending that its stockholders vote in favor of this Agreementtransactions contemplated hereby, and NAL in the case of Parent, that they approve the Parent Stockholder Matters. Each of Parent and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation Company shall engage a proxy solicitor reasonably acceptable to the NAL other party to assist in the solicitation of proxies from stockholders (an “Adverse Recommendation”)relating to the Requisite Parent Vote and the Requisite Company Vote, respectively. However, if, prior to if the time Board of Directors of the NAL Requisite Vote is obtained, the NAL BoardCompany, after consultation with receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of reasonably be expected to violate its fiduciary duties under the DGCL applicable law to, or to continue to, recommend this Agreement, then in submitting this Agreement to recommend its stockholders, the Board of Directors of the Company may submit this Agreement to its stockholders in light of such Acquisition Proposalwithout recommendation, then, in submitting this Agreement at the NAL Meeting, the NAL Board or may do one or more of the following: (1) submit this Agreement without change its recommendation (although the resolutions adopting the NAL Recommendation prior to approving this Agreement as of the date hereof may not be rescinded or amended), in which event the NAL Board of Directors of the Company may communicate the basis for its lack of a recommendation or change in its recommendation to the its stockholders in the Joint Proxy/Prospectus Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board of Directors of the Company may not take any particular action described in clauses (1) or (2) of actions under this sentence without unless (Xi) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG it gives Parent at least five (5) business days days’ prior written notice of its intention to respond take such action and a reasonable description of the event or circumstances giving rise to its determination to take such Acquisition Proposal. In determining whether to make an Adverse Recommendation action (including, in the event such action is taken in response to any an Acquisition Proposal, the NAL identity of the person making such Acquisition Proposal, the latest material terms and conditions of 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 will take of Directors of the Company takes into account any amendment or modification to this Agreement proposed by FNFG Parent, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in response thereto as well as any other information provided by FNFGgood faith that it would nevertheless reasonably be expected to violate 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 6.02(a).6.3 and will require a new notice period as referred to in this Section 6.3. The Company acknowledges that Parent may submit to its stockholders at the Parent Meeting a proposal to amend the terms of the Parent Bylaws to increase the maximum size of the Board of Directors of Parent from sixteen (16) to seventeen (17) members. -45-

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement Following the date hereof, as soon as reasonably practicable Parent shall prepare and any other matters required to be approved or adopted file with the SEC the Registration Statement containing the Proxy Statement (which Registration Statement and Proxy Statement shall comply with the rules and regulations promulgated by such stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock (including any adjournment or postponement, the “NAL Meeting”SEC), and each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement containing the Proxy Statement declared effective by the SEC as promptly as practicable after thereafter and to keep the Registration Statement is declared effectivecontaining the Proxy Statement effective through the Effective Time in order to permit the consummation of Merger. The Company and its Representatives shall cooperate in the preparation of, and will be given a reasonable opportunity prior to consider and vote upon adoption of this Agreement and to cause such vote its filing with the SEC to be takeninvolved in, the drafting of the Registration Statement containing the Proxy Statement and any amendment or supplement thereto and any such correspondence, it being understood that the obligations of Parent set forth in the preceding sentence are conditioned on the Company satisfying its obligations under this Section 5.1(a). NAL Parent and the NAL Board will Company shall each use their its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Registration Statement containing the Proxy Statement from the SEC. Each of Parent and the Company shall promptly furnish to each other all information, and take all such other actions (including using its reasonable best efforts to obtain from its stockholders any required consents of their respective independent auditors), as may reasonably be requested in connection with any action by any of them in connection with the votes in favor preceding sentences of this Section 5.1(a). Whenever Parent or the Company learns of the adoption occurrence of this Agreement any event or the existence of any fact which is required by the DGCL, including by recommending that its stockholders vote to be set forth in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by Registration Statement containing the Proxy Statement pursuant to applicable law; , Parent or (2the Company, as applicable, shall promptly inform the other party of such event or fact and use its reasonable best efforts to comply with all of its obligations pursuant to this Section 5.1(a) make an Adverse Recommendation or publicly propose or resolve relating to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to effecting such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification supplement to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)the Registration Statement containing the Proxy Statement.

Stockholder Approvals. (a) The NAL As promptly as practicable following the date upon which the Registration Statement, filed pursuant to Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Company Board will submit to its stockholders this Agreement shareholders the Company Shareholder Matters and any other matters required to be approved or adopted by such stockholders shareholders in order to carry out the intentions of this AgreementAgreement and the transactions contemplated hereby. In furtherance of that obligation, NAL the Company will take, in accordance with applicable law Law and its Governing Constituent Documents, all action necessary necessary, proper, desirable or appropriate advisable to convene a meeting of its holders of NAL Common Stock shareholders (including any adjournment or postponement, the “NAL Company Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective, or such other date as mutually agreed to by the parties) to consider and vote upon adoption approval of this Agreement the Company Shareholder Matters and to cause any such vote to be takenother matters. NAL The Company and the NAL Board Company Board, as applicable, will each use their its reasonable best efforts to obtain from its stockholders each class of the votes Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Company’s shareholders vote in favor of the adoption of this Agreement required by Company Shareholder Matters (and including such recommendation in the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”Joint Proxy Statement). However, if, The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the time distribution of such proxy materials to shareholders of the NAL Requisite Vote is obtainedCompany, and the NAL Company shall consider in good faith any comments of Parent and revise such proxy materials as may be appropriate. Notwithstanding the foregoing, if the Company Board, after consultation with outside counseladvisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that, because of that continuing to recommend this Agreement and the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it Company Shareholder Matters would result in a violation of violate its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposalapplicable Law, then, in submitting to its shareholders the Company Shareholder Matters, the Company Board may withhold or withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement to its shareholders without recommendation (although the resolutions adopting the NAL Recommendation prior to approving this Agreement as of the date hereof may not be rescinded or amended), in which event the NAL Company Board may communicate the basis for its lack of a recommendation to the stockholders shareholders in the Joint Proxy/Prospectus Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendationthereto; provided that the NAL Company Board may not take any particular action described in clauses (1) or (2) of actions under this sentence without (X) until after giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG Parent at least five (5) business days (or, if fewer than five (5) business days remain prior to the date of the Company Meeting, such fewer number of days) to respond to such Acquisition Proposal. In determining whether Proposal or other event or circumstances giving rise to make an Adverse Recommendation the determination by the Company Board to take such action (and, in the event such action is taken in response to any an Acquisition Proposal, after giving Parent notice of the NAL Board will take third party in the Acquisition Proposal and the material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed in writing by FNFG in response thereto as well as any other information provided by FNFGParent. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the Company Board from complying with its obligation to submit this Agreement and the other Company Shareholder Matters to its shareholders at the Company Meeting or (2) any party to a Company Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger to the vote of its shareholders unless this Agreement shall have first been terminated in accordance with its terms.

Stockholder Approvals. Each of Camden, CASI, KSB and the Bank shall take, in accordance with applicable law, applicable stock exchange or NASDAQ Stock Market rules and its charter and bylaws, all action necessary to convene, respectively: an appropriate meeting of the stockholders of Camden to consider and vote upon any matters required to be approved by Camden stockholders for consummation of the Mergers (a) The NAL Board will submit including any adjournment or postponement, the Camden Meeting ); an appropriate meeting of the sole stockholder of CASI to its stockholders consider and vote upon the approval of this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out CASI s stockholder for consummation of the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock Mergers (including any adjournment or postponement, the “NAL CASI Meeting”); an appropriate meeting of the stockholders of KSB to consider and vote upon the approval of this Agreement and any other matters required to be approved by KSB's stockholders for consummation of the Mergers (including any adjournment or postponement, the KSB Meeting; ); an appropriate meeting of the sole stockholder of the Bank to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Bank s stockholder for consummation of the Mergers (including any adjournment or postponement, the Bank Meeting; and each of the Camden Meeting, the CASI Meeting, the KSB Meeting and the Bank Meeting, a Meeting ), as promptly as practicable after the Registration Statement is declared effectivedate hereof. The Board of Directors of each of Camden, to consider and vote upon adoption of this Agreement and to cause such vote to be taken. NAL CASI, KSB and the NAL Board will Bank shall (subject to compliance with its fiduciary duties as advised by its regular outside counsel, subsequently confirmed in writing) recommend such approval by its respective stockholders, and each of Camden, CASI, KSB and the Bank shall use their its reasonable best efforts to obtain solicit such approval from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)stockholders.

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions Each of this Agreement. In furtherance of that obligation, NAL will them shall take, in accordance with applicable law law, Nasdaq rules and its Governing Documentsrespective certificate of incorporation, charters and by-laws, all action necessary or to convene, respectively, (A) an appropriate to convene a meeting of its holders stockholders of NAL Common Stock Skylands to consider and vote upon (including i) the approval of this Plan, and (ii) any adjournment or postponementother stockholder approval matters required for consummation of the Bank Merger and the transactions contemplated hereby (the "Skylands Meeting"), (B) an appropriate meeting of stockholders of Bancorp to consider and vote upon the “NAL approval of this Plan and any other stockholder approval matters required for consummation of the Corporate Merger and the transactions contemplated hereby (the "Bancorp Meeting”"; each of the Skylands Meeting and the Bancorp Meeting, a "Meeting"), and (C) in the case of Bancorp, an appropriate consent in lieu of meeting of the sole stockholder of Little Falls approving this Plan, respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective, to consider . The Board of Directors of each of Skylands and vote upon adoption Bancorp will recommend approval of this Agreement and to cause such vote to be taken. NAL and the NAL Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreementmatters, and NAL each of Skylands and the NAL Board Bancorp will not take all reasonable lawful action to solicit such approval by its respective stockholders, provided that each of Skylands and Bancorp may withdraw, qualify modify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation change in an adverse manner to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to other parties its recommendations if the time the NAL Requisite Vote is obtained, the NAL BoardBoard of Directors of such party, after consultation having consulted with and based upon the advice of outside counsel, determines in good faith thatthat the failure to so withdraw, because modify or change its recommendation could constitute a breach of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposalparty's Board of Directors under applicable law. In addition, then, nothing in submitting this Agreement at the NAL Meeting, the NAL Board may do one Section 5.02 or more elsewhere in this Plan shall prohibit accurate disclosure by either party of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior information that is required to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders disclosed in the Registration Statement or the Joint ProxyProxy Statement or any other document required to be filed with the SEC (including without limitation a Solicitation/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1Statement on Schedule 14D-9) or (2) otherwise required to be publicly disclosed by applicable law or regulation or the rules of this sentence without (X) giving FNFG prior written notice Nasdaq. Furthermore, Acquisition Corp. will take all action necessary to hold a special meeting of stockholders to vote and approve the proposed action (which notice shall also include notice of the Acquisition Proposal Plan and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)Corporate Merger.

Stockholder Approvals. (a) The NAL Board will submit to its stockholders this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions Each of this Agreement. In furtherance of that obligation, NAL will them shall take, in accordance with applicable law law, NYSE rules and its Governing Documentsrespective articles or certificate of incorporation and by-laws, all action necessary or to convene, respectively, an appropriate to convene a meeting of its holders stockholders of NAL Common FUNC to consider and vote upon the issuance of the shares of FUNC Stock to be issued in the Merger pursuant to this Plan and to vote on any other stockholder approval matters required for consummation of the Merger (including the "FUNC Meeting"), and an appropriate meeting of stockholders of FFB to consider and vote upon the approval of this Plan and to vote on any adjournment or postponementother stockholder approval matters required for consummation of the Merger (the "FFB Meeting"; each of the FUNC Meeting and the FFB Meeting, the “NAL a "Meeting”"), respectively, as promptly as practicable after the Registration Statement (as defined in Section 5.03) is declared effective. Subject to the next succeeding sentence, to consider the Board of Directors of each of FUNC and vote upon adoption of this Agreement and to cause FFB will recommend such vote to be taken. NAL and the NAL Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreementapproval, and NAL each of FUNC and the NAL FFB will take all reasonable lawful action to solicit such approval by its respective stockholders. The Board will not of Directors of FUNC or FFB, acting on behalf of FUNC or FFB, respectively, may fail to make such recommendation, or withdraw, qualify modify or adversely modify (change any such recommendation if and only if such Board of Directors, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or publicly propose or resolve the failure so to withdraw, qualify modify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). Howeverchange its recommendation, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because would constitute a breach of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by directors under applicable law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a).

Stockholder Approvals. Each of Camden, CASI, KSB and the Bank shall take, in accordance with applicable law, applicable stock exchange or NASDAQ Stock Market rules and its charter and bylaws, all action necessary to convene, respectively: an appropriate meeting of the stockholders of Camden to consider and vote upon any matters required to be approved by Camden stockholders for consummation of the Mergers (a) The NAL Board will submit including any adjournment or postponement, the Camden Meeting ); an appropriate meeting of the sole stockholder of CASI to its stockholders consider and vote upon the approval of this Agreement and any other matters required to be approved or adopted by such stockholders in order to carry out CASI s stockholder for consummation of the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock Mergers (including any adjournment or postponement, the “NAL CASI Meeting”); an appropriate meeting of the stockholders of KSB to consider and vote upon the approval of this Agreement and any other matters required to be approved by KSB’s stockholders for consummation of the Mergers (including any adjournment or postponement, the KSB Meeting; ); an appropriate meeting of the sole stockholder of the Bank to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Bank s stockholder for consummation of the Mergers (including any adjournment or postponement, the Bank Meeting; and each of the Camden Meeting, the CASI Meeting, the KSB Meeting and the Bank Meeting, a Meeting ), as promptly as practicable after the Registration Statement is declared effectivedate hereof. The Board of Directors of each of Camden, to consider and vote upon adoption of this Agreement and to cause such vote to be taken. NAL CASI, KSB and the NAL Board will Bank shall (subject to compliance with its fiduciary duties as advised by its regular outside counsel, subsequently confirmed in writing) recommend such approval by its respective stockholders, and each of Camden, CASI, KSB and the Bank shall use their its reasonable best efforts to obtain solicit such approval from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL Board, after consultation with outside counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposal, then, in submitting this Agreement at the NAL Meeting, the NAL Board may do one or more of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)stockholders.

Stockholder Approvals. (a) The NAL As promptly as practicable following the date upon which the Registration Statement, filed pursuant to Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Company Board will submit to its stockholders this Agreement shareholders the Company Shareholder Matters and any other matters required to be approved or adopted by such stockholders shareholders in order to carry out the intentions of this AgreementAgreement and the transactions contemplated hereby. In furtherance of that ofthat obligation, NAL the Company will take, in accordance with applicable law Law and its Governing Constituent Documents, all action necessary necessary, proper, desirable or appropriate advisable to convene a meeting of its holders of NAL Common Stock shareholders (including any adjournment or postponement, the “NAL Company Meeting”), ) as promptly as practicable after (but in any event within forty-five (45) days of the Registration Statement is declared becoming effective, ) to consider and vote upon adoption approval of this Agreement the Company Shareholder Matters and to cause any such vote to be takenother matters. NAL The Company and the NAL Board Company Board, as applicable, will each use their its reasonable best efforts to obtain from its stockholders each class of the votes Company’s shareholders the required vote to approve the Company Shareholder Matters and any such other matters, including soliciting proxies through the Joint Proxy Statement in accordance with applicable Law and recommending that the Company’s shareholders vote in favor of the adoption of this Agreement required by Company Shareholder Matters (and including such recommendation in the DGCL, including by recommending that its stockholders vote in favor of this Agreement, Joint Proxy Statement). The Company shall provide Parent with a reasonable opportunity to review and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation comment upon all proxy materials prior to the NAL stockholders (an “Adverse Recommendation”)distribution of such proxy materials to shareholders of the Company and all such proxy materials shall be reasonably satisfactory to Parent prior to the distribution thereof. However, if, prior to if the time the NAL Requisite Vote is obtained, the NAL Company Board, after consultation with outside counseladvisors including its outside legal counsel and, with respect to financial matters, its financial advisors, determines in good faith that, because of that continuing to recommend this Agreement and the receipt of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it Company Shareholder Matters would result in a violation of its fiduciary duties under the DGCL to continue to recommend this Agreement to its stockholders in light of such Acquisition Proposalapplicable Law, then, in submitting this Agreement at and the NAL Merger to the Company Meeting, the NAL Company Board may do one withhold or more of the following: (1) withdraw or modify in a manner adverse to Parent its recommendation that Company’s shareholders approve this Agreement or submit this Agreement to its shareholders without recommendation (although the resolutions adopting the NAL Recommendation prior to approving this Agreement as of the date hereof may not be rescinded or amended), in which event the NAL Company Board may communicate the basis for its lack of a recommendation to the stockholders shareholders in the Joint Proxy/Prospectus Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Company Board may not take any particular action described in clauses (1) or (2) of actions under this sentence without (X) until after giving FNFG prior written notice of the proposed action (which notice shall also include notice of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG Parent at least five (5) business days to respond to such Acquisition Proposal. In determining whether Proposal or other event or circumstances giving rise to make an Adverse Recommendation the determination by the Company Board to take such action (and, in the event such action is taken in response to any an Acquisition Proposal, after giving Parent notice of the NAL Board will take third party in the Acquisition Proposal and the material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFGParent. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)6.2 and will require a new notice period as referred to in this Section 6.2. Nothing in this Agreement shall be interpreted to excuse (1) the Company or the Company Board from complying with its obligation to submit this Agreement and the other Company Shareholder Matters to its shareholders at the Company Meeting or (2) any party to a Common Voting Agreement from complying with its obligations thereunder. Neither the Company nor the Company Board shall submit any Acquisition Proposal other than the Merger to the vote of its shareholders unless this Agreement shall have first been terminated in accordance with its terms.

Stockholder Approvals. (a) The NAL Board will submit Each of them shall take, as soon as practicable, in accordance with applicable law, applicable stock exchange rules and their respective articles or certificate of incorporation and by-laws, all action necessary to its convene, respectively, an appropriate meeting of stockholders of Dana to consider and vote upon the approval of the issuance of sxxxxs of Dana Common Stock pursuant to this Agreement and any other mattexx xequired to be approved by Dana stockholders for consummation of the Merger (including any xxxxurnment or postponement, the "Dana Meeting"), and an appropriate meeting of stockholders of thx Xxmpany to consider and vote upon the approval of this Agreement, the Merger and any other matters required to be approved or adopted by such the Company's stockholders in order to carry out for consummation of the intentions of this Agreement. In furtherance of that obligation, NAL will take, in accordance with applicable law and its Governing Documents, all action necessary or appropriate to convene a meeting of its holders of NAL Common Stock Merger (including any adjournment or postponement, the “NAL "Company Meeting”"; and each of the Dana Meeting and the Company Meeting, a "Meeting"), as respectively, xx promptly as practicable after the Registration Statement is declared effectivedate hereof. The Board of Directors of each of Dana and the Company shall recommend such approval, and each of Xxxx and the Company shall take all reasonable lawful action to consider and vote upon adoption xxxxcit such approval by its respective stockholders. Notwithstanding the previous sentence, the Company's Board of Directors may withdraw or modify its approval or recommendation of this Agreement and to cause such vote to be taken. NAL and or the NAL Merger if the Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of Directors of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote in favor of this Agreement, and NAL and the NAL Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the NAL Recommendation to the NAL stockholders (an “Adverse Recommendation”). However, if, prior to the time the NAL Requisite Vote is obtained, the NAL BoardCompany, after consultation having consulted with outside counsel, determines in good faith that, because that the refusal to do so would constitute a breach by the Board of Directors of the receipt Company of an Acquisition Proposal that the NAL Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the DGCL to continue to CBCA; provided, however, the Company's Board of Directors may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement or the Merger) a Competing Transaction unless such Competing Transaction is a Superior Proposal and unless it shall have first consulted with outside counsel, and have determined that the refusal to do so would constitute a breach by the Board of Directors of the Company of their fiduciary duties under applicable laws, including their duties under Section 33-756(d) of the CBCA. Dana's Board of Directors may withdraw or modify its stockholders in light approval or recommendation of such Acquisition Proposal, then, in submitting this Agreement at the NAL MeetingAgreement, the NAL Board may do one Merger or more the issuance of the following: (1) submit this Agreement without recommendation (although the resolutions adopting the NAL Recommendation prior to the date hereof may not be rescinded or amended), in which event the NAL Board may communicate the basis for its lack shares of a recommendation to the stockholders Dana Common Stock in the Joint Proxy/Prospectus or an appropriate amendment or supplement thereto Merger if the Board of Directors of Danx, xfter having consulted with outside counsel, determines thxx xhe refusal to do so would constitute a breach by the extent required by law; or (2) make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation; provided that the NAL Board may not take any particular action described in clauses (1) or (2) of this sentence without (X) giving FNFG prior written notice Directors of the proposed action (which notice shall also include notice Dana of the Acquisition Proposal and the latest terms and conditions of and the identity of the person(s) making the Acquisition Proposal) and (Y) giving FNFG five (5) business days to respond to such Acquisition Proposal. In determining whether to make an Adverse Recommendation in response to any Acquisition Proposal, the NAL Board will take into account any amendment or modification to this Agreement proposed by FNFG in response thereto as well as any other information provided by FNFG. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.02(a)their fiduciary duties under applicable laws.