VFICO Shareholder Approval. VFICO shall use its best efforts -------------------------- to cause to be prepared, as promptly as possible following the date of this Agreement, proxy materials for the Special Meeting of its shareholders, and to use its best efforts to cause such proxy solicitation to be undertaken as soon as practicable, in accordance with the BCL and VFICO's Articles of Incorporation and Bylaws. VFICO shall bear the full cost of such solicitation, meeting and approval. SBI and its counsel shall have the opportunity to review all Special Meeting materials prior to their delivery to the VFICO shareholders, and all such materials shall be in form and substance reasonably satisfactory to SBI and its counsel. The Board of Directors of VFICO shall recommend to its shareholders that they approve the Merger and the consummation of the transactions contemplated by this Agreement.
