Common use of Shareholder Meetings Clause in Contracts

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Voting Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote of its shareholders any Acquisition Proposal other than the MergerMergers. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Voting Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law Newcourt and the Montage Organizational Documents, (i) establish a record date for, CIT each shall take all steps necessary to duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold a meeting of its respective shareholders to be held as soon as is reasonably practicable after the Montage issuance of the Interim Order for the purpose of voting upon the approval of (a) the Plan of Arrangement and the consummation of the transactions contemplated thereby (the "Newcourt Shareholder Meeting Matters"), in accordance with the foregoing case of Newcourt, and (b) the issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement, upon exchange of Exchangeable Shares and upon exercise of the Replacement Options, and the CIT Transition Option Plan (collectively, the "CIT Shareholder Matters"), in the case of CIT. CIT will and, subject to the penultimate sentence of this Section 6.2(a7.3, Newcourt will, through its respective Board of Directors, recommend to its respective shareholders (x) approval of the Newcourt Shareholder Matters, in the case of Newcourt, and (y) approval of the CIT Shareholder Matters, in the case of CIT, and, in each case, such other matters as may be submitted to its shareholders in connection with this Agreement. Neither the Board of Directors of either party nor any committee thereof shall apply notwithstanding withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montageother party, the Montage Boardapproval or recommendation by such Board of Directors or such committee of the Newcourt Shareholder Matters, its Representatives in the case of Newcourt, or the Montage ShareholdersCIT Shareholder Matters, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c)in the case of CIT, and Montage neither the Board of Directors of Newcourt nor any committee thereof shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure approve or recommend, or propose publicly to adjourn approve or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of recommend, any required supplement or amendment to the Joint Proxy Statement/ProspectusAcquisition Proposal, or (ii) if as cause Newcourt to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the time for which the Montage Shareholder Meeting is originally scheduled (as set forth foregoing, in the Proxy Statement/Prospectus) there are insufficient shares event that the Board of Montage Class A Common Stock represented (either Directors of Newcourt determines in person or by proxy) to constitute good faith, after consultation with outside counsel, that in light of a quorum Superior Proposal it is necessary to conduct do so in order to comply with its fiduciary duties to Newcourt and to Newcourt's shareholders under applicable law, the business Board of Directors of Newcourt may terminate this Agreement solely in order to concurrently enter into an Acquisition Agreement with respect to a Superior Proposal, but only after the Montage Shareholder Meetingfifth day following CIT's receipt of written notice advising CIT that the Board of Directors of Newcourt is prepared to accept a Superior Proposal, and only if, during such five-day period, if CIT so elects, Newcourt and its advisors shall have negotiated in good faith with CIT to make such adjustments in the terms and conditions of this Agreement as would enable CIT to proceed with the transactions contemplated herein on such adjusted terms. Newcourt and CIT shall coordinate and cooperate with respect to the foregoing matters with a view toward, among other things, holding the respective meetings of each party's shareholders on the same day.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law Newcourt and the Montage Organizational Documents, (i) establish a record date for, CIT each shall take all steps necessary to duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold a meeting of its respective shareholders to be held as soon as is reasonably practicable after the Montage issuance of the Interim Order for the purpose of voting upon the approval of (a) the Plan of Arrangement and the consummation of the transactions contemplated thereby (the "Newcourt Shareholder Meeting Matters"), in accordance with the foregoing case of Newcourt, and (b) the issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement and upon exchange of Exchangeable Shares and exercise of the Replacement Options (the "CIT Shareholder Matters"), in the case of CIT. CIT will and, subject to the penultimate sentence of this Section 6.2(a7.3, Newcourt will, through its respective Board of Directors, recommend to its respective shareholders (x) approval of the Newcourt Shareholder Matters, in the case of Newcourt, and (y) approval of the CIT Shareholder Matters, in the case of CIT, and, in each case, such other matters as may be submitted to its shareholders in connection with this Agreement. Neither the Board of Directors of either party nor any committee thereof shall apply notwithstanding withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montageother party, the Montage Boardapproval or recommendation by such Board of Directors or such committee of the Newcourt Shareholder Matters, its Representatives in the case of Newcourt, or the Montage ShareholdersCIT Shareholder Matters, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c)in the case of CIT, and Montage neither the Board of Directors of Newcourt nor any committee thereof shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure approve or recommend, or propose publicly to adjourn approve or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of recommend, any required supplement or amendment to the Joint Proxy Statement/ProspectusAcquisition Proposal, or (ii) if as cause Newcourt to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the time for which the Montage Shareholder Meeting is originally scheduled (as set forth foregoing, in the Proxy Statement/Prospectus) there are insufficient shares event that the Board of Montage Class A Common Stock represented (either Directors of Newcourt determines in person or by proxy) to constitute good faith, after consultation with outside counsel, that in light of a quorum Superior Proposal it is necessary to conduct do so in order to comply with its fiduciary duties to Newcourt and to Newcourt's shareholders under applicable law, the business Board of Directors of Newcourt may terminate this Agreement solely in order to concurrently enter into an Acquisition Agreement with respect to a Superior Proposal, but only after the Montage Shareholder Meetingfifth day following CIT's receipt of written notice advising CIT that the Board of Directors of Newcourt is prepared to accept a Superior Proposal, and only if, during such five-day period, if CIT so elects, Newcourt and its advisors shall have negotiated in good faith with CIT to make such adjustments in the terms and conditions of this Agreement as would enable CIT to proceed with the transactions contemplated herein on such adjusted terms. Newcourt and CIT shall coordinate and cooperate with respect to the foregoing matters with a view toward, among other things, holding the respective meetings of each party's shareholders on the same day.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage Mercury shall, in consultation with MarigoldXxxxx, in accordance with applicable Law and the Montage Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Mercury Voting Common Stock (the “Montage Mercury Shareholder Meeting”) at which meeting Montage Mercury shall seek the Required Montage Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law)Act, and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Mercury Shareholder Meeting. Subject to Section 6.11(b), Montage Mercury shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Mercury Vote to be received at the Montage Mercury Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, MontageMercury’s obligation to call, give notice of, convene and hold the Montage Mercury Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to MontageMercury, the Montage Mercury Board, its Representatives or the Montage Mercury Shareholders, or by any Montage Mercury Adverse Recommendation Change pursuant to Section 6.11(c)Change, and Montage Mercury shall not submit to the vote of its shareholders any Acquisition Proposal other than the MergerMergers. Unless the Montage Mercury Board shall have made a Montage Mercury Adverse Recommendation Change in accordance with Section 6.11(c6.11(b), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Mercury Board recommends that the holders of shares of Montage Class A Mercury Voting Common Stock vote to approve the Montage Mercury Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Mercury Board Recommendation”). Montage Mercury shall not, without the prior written consent of MarigoldXxxxx, adjourn or postpone the Montage Mercury Shareholder Meeting; provided that Montage Mercury may, without the prior written consent of MarigoldXxxxx, adjourn or postpone the Montage Mercury Shareholder Meeting, after consultation with MarigoldXxxxx, (i) if the failure to adjourn or postpone the Montage Mercury Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4Registration Statement, Montage the Company shall, in consultation with MarigoldParent, in accordance with applicable Applicable Law and the Montage Organizational Documentsits organizational documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a an extraordinary general meeting of the holders shareholders of shares of Montage Class A Common Stock the Company entitled to vote on the Transactions (the “Montage Company Shareholder Meeting”) at which meeting Montage the Company shall seek the Required Montage VoteCompany Shareholder Approval, which record date shall be no later than ten (10) 10 days after the date on which the Form S-4 Registration Statement is declared effective under the Securities Act (or such later time as may be required by applicable Law)Act, and (ii) except cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Shareholder Meeting) to be mailed to its shareholders and (iii) as otherwise permitted by this Section 6.2(a)promptly as practicable and in any event within 45 days after the date of mailing of the Joint Proxy Statement/Prospectus, within forty (40) days of such record date, duly convene and hold the Montage Company Shareholder Meeting. Subject to Section 6.11(b)6.04, Montage the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote Company Shareholder Approval to be received at the Montage Company Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit comply with all legal requirements applicable to the vote of its shareholders any Acquisition Proposal other than the MergerCompany Shareholder Meeting. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage The Company shall not, without the prior written consent of MarigoldParent, adjourn adjourn, postpone or postpone otherwise delay the Montage Company Shareholder Meeting; Meeting; provided that Montage the Company may, without the prior written consent of MarigoldParent, adjourn adjourn, postpone or postpone delay the Montage commencement or conclusion of the Company Shareholder Meeting, after consultation with MarigoldParent, (i) if the failure Company believes in good faith that such adjournment, postponement or delay is reasonably necessary to adjourn allow reasonable additional time to (A) solicit additional proxies necessary to obtain the Company Shareholder Approval, or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of (B) distribute any required supplement or amendment to the Joint Proxy Statement/Prospectus, Prospectus that 68 the Company Board has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or (ii) if as of amendment to be reviewed by the time for which Company’s shareholders prior to the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Company Shareholder Meeting.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage Mercury shall, in consultation with MarigoldLaxxx, in accordance with applicable Law and the Montage Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Mercury Voting Common Stock (the “Montage Mercury Shareholder Meeting”) at which meeting Montage Mercury shall seek the Required Montage Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law)Act, and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Mercury Shareholder Meeting. Subject to Section 6.11(b), Montage Mercury shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Mercury Vote to be received at the Montage Mercury Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, MontageMercury’s obligation to call, give notice of, convene and hold the Montage Mercury Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to MontageMercury, the Montage Mercury Board, its Representatives or the Montage Mercury Shareholders, or by any Montage Mercury Adverse Recommendation Change pursuant to Section 6.11(c)Change, and Montage Mercury shall not submit to the vote of its shareholders any Acquisition Proposal other than the MergerMergers. Unless the Montage Mercury Board shall have made a Montage Mercury Adverse Recommendation Change in accordance with Section 6.11(c6.11(b), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Mercury Board recommends that the holders of shares of Montage Class A Mercury Voting Common Stock vote to approve the Montage Mercury Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Mercury Board Recommendation”). Montage Mercury shall not, without the prior written consent of MarigoldLaxxx, adjourn or postpone the Montage Mercury Shareholder Meeting; provided that Montage Mercury may, without the prior written consent of MarigoldLaxxx, adjourn or postpone the Montage Mercury Shareholder Meeting, after consultation with MarigoldLaxxx, (i) if the failure to adjourn or postpone the Montage Mercury Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting.

Shareholder Meetings. CFB will (a) As as promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 Merger Registration Statement is declared effective under by the Securities Act (or such later time as may be required by applicable Law)SEC, and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject take all steps necessary to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to duly call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote a meeting of its shareholders any Acquisition Proposal other than (the “CFB Shareholders Meeting”), for the purpose of considering this Agreement and the Merger, and for such other purposes as may be, in CFB’s reasonable judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Directors recommend approval of this Agreement to the CFB shareholders (the “CFB Recommendation”). Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Subject to Section 6.11(c)6.10.5, the Joint Proxy Statement/Prospectus Board of Directors of CFB shall include a statement use its commercially reasonable best efforts to obtain from the effect that shareholders of CFB the Montage Board recommends that the holders of shares of Montage Class A Common Stock required vote to approve the Montage Share Issuance Merger, including by communicating to its shareholders its recommendation (and including such recommendations collectively referred recommendation in the Proxy Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby. CFB will cause (a) Community First Bank to, as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, take all steps necessary to as duly call, give notice of, convene and hold a meeting of its shareholders (the “Montage Community First Shareholders Meeting”), for the purpose of considering the Bank Merger Agreement and the Bank Merger, and for such other purposes as may be, in the reasonable judgment of Community First Bank, necessary or desirable, and (b) the Board of Directors of Community First Bank to recommend approval of the Bank Merger Agreement to the holders of the outstanding capital stock of Community First Bank (the “Community First Recommendation”). Montage The Board of Directors of CFB shall notuse its commercially reasonable best efforts to cause Community First Bank to obtain from the holders of its outstanding shares of capital stock the required vote to approve the Bank Merger Agreement, without including by communicating the prior written consent Community First Recommendation to shareholders of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, Community First Bank (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth and including such recommendation in the Proxy Statement/-Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct that they adopt and approve the business of Bank Merger Agreement and the Montage Shareholder Meetingtransactions contemplated hereby.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which execution of this Agreement, the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law)Company and Pan Pacific shall cooperate with each other regarding, and, prepare and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance file with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c)SEC, the Joint Proxy Statement/Prospectus and Pan Pacific shall include a statement prepare and file the Registration Statement, PROVIDED that Pan Pacific may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. The Company and Pan Pacific will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Pan Pacific and the Company shall use all reasonable efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and Pan Pacific shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Company hereby agrees that the recommendations of the Company Board described in SECTION 3.20 (subject to the effect that right of the Montage Company Board recommends that to withdraw, amend or modify such recommendation in accordance with SECTION 6.3) may be included in the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to Registration Statement and the Joint Proxy Statement/Prospectus. Pan Pacific shall use commercially reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Pan Pacific Common Stock pursuant to the Merger and will pay all filing fees incident thereto. As promptly as practicable after the Registration Statement becomes effective, or (ii) if as of the time for which Company and Pan Pacific shall cause the Montage Shareholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Common Stock represented (either in person Prospectus to be mailed to their respective shareholders or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meetingstockholders.

Shareholder Meetings. (ax) As promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Voting Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote of its shareholders any Acquisition Proposal other than the MergerMergers. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance (such recommendations collectively referred to as the “Montage Board Recommendation”). Montage shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting, after consultation with Marigold, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A Voting Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Montage Shareholder Meeting.

Shareholder Meetings. 8.1.1. EXX will (a) As as promptly as practicable following the effectiveness of the Form S-4, Montage shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of shares of Montage Class A Common Stock (the “Montage Shareholder Meeting”) at which meeting Montage shall seek the Required Montage Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 Merger Registration Statement is declared effective under by the Securities Act (or such later time as may be required by applicable Law)SEC, and (ii) except as otherwise permitted by this Section 6.2(a), within forty (40) days of such record date, convene and hold the Montage Shareholder Meeting. Subject take all steps necessary to Section 6.11(b), Montage shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Required Montage Vote to be received at the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to duly call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote a meeting of its shareholders any Acquisition Proposal other than (the "EXX Shareholders Meeting"), for the purpose of considering this Agreement and the Merger, and for such other purposes as may be, in EXX'x reasonable judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Directors recommend approval of this Agreement to the EXX shareholders (the "EXX Recommendation"). Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Subject to Section 6.11(c)6.10.5, the Joint Proxy Statement/Prospectus Board of Directors of EXX shall include a statement use its reasonable best efforts to obtain from the effect that shareholders of EXX the Montage Board recommends that the holders of shares of Montage Class A Common Stock required vote to approve the Montage Share Issuance merger, including by communicating to its shareholders its recommendation (and including such recommendations collectively referred recommendation in the Proxy Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby. EXX shall, upon request by DNB, engage a proxy solicitor reasonably acceptable to as DNB to assist in the “Montage Board Recommendation”)solicitation of proxies from shareholders relating to the required vote. Montage EXX shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder EXX Shareholders Meeting, after consultation with Marigoldif, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting such meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A EXX Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the Montage Shareholder date of such meeting EXX has not received proxies representing a sufficient number of shares necessary to obtain the vote required to approve this Agreement and the transactions contemplated hereby; provided, however that no more than one adjournment for a period of not more than 30 days shall be required hereby. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the EXX Shareholders Meeting shall be convened and this Agreement shall be submitted to the shareholders of EXX at the EXX Shareholders Meeting, for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve EXX of such obligation.

Shareholder Meetings. (a) As promptly as practicable following the effectiveness of the Form S-4, Montage PEB shall, in consultation with Marigold, in accordance with applicable Law and the Montage Organizational Documentsshall cause its Board of Directors to, (i) establish a record date fortake all action in accordance with the securities laws, duly the laws of the State of California, the PEB Articles and the PEB Bylaws necessary to (A) call and give notice of a special meeting of the holders of shares of Montage Class A Common Stock its shareholders (the “Montage PEB Shareholder Meeting”) at which meeting Montage shall seek for the Required Montage Vote, which record date shall be no later than purpose of seeking the PEB Shareholder Approval within ten (10) business days after following the date on which the Form S-4 is declared effective under the Securities Act (or such later time as may be required by applicable Law), and (iiB) except as otherwise permitted by this Section 6.2(a), schedule the PEB Shareholder Meeting to take place on a date that is within forty (40) days of such record after the notice date, convene and hold the Montage Shareholder Meeting. Subject ; (ii) subject to Section 6.11(b)6.7, Montage shall use its commercially reasonable best efforts to take, or (x) cause the PEB Shareholder Meeting to be takenconvened and held on the scheduled date and (y) obtain the PEB Shareholder Approval; and (iii) subject to Section 6.7, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause include in the Required Montage Vote to be received at Proxy Statement the Montage Shareholder Meeting or any adjournment or postponement thereof. Unless recommendation that the PEB shareholders approve this Agreement has been terminated pursuant to Section 8.1, Montage’s obligation to call, give notice of, convene and hold the Montage Shareholder Meeting in accordance with the foregoing sentence of this Section 6.2(a) shall apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal or Acquisition Inquiry to Montage, the Montage Board, its Representatives or the Montage Shareholders, or by any Montage Adverse Recommendation Change pursuant to Section 6.11(c), and Montage shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. Unless the Montage Board shall have made a Montage Adverse Recommendation Change in accordance with Section 6.11(c), the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Montage Board recommends that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance Merger (such recommendations collectively referred to as the “Montage PEB Board Recommendation”). Montage PEB shall not, without the prior written consent of Marigold, adjourn or postpone the Montage Shareholder Meeting; provided that Montage may, without the prior written consent of Marigold, adjourn or postpone the Montage PEB Shareholder Meeting, after consultation with Marigoldif, (i) if the failure to adjourn or postpone the Montage Shareholder Meeting would reasonably be expected to be a violation of applicable Law or for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (ii) if as of the time for which the Montage Shareholder Meeting such meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Montage Class A PEB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding anything to the Montage contrary herein, unless this Agreement has been terminated pursuant to Section 8.1 prior to the scheduled time of the PEB Shareholder Meeting, the PEB Shareholder Meeting shall be convened and this Agreement shall be submitted to the shareholders of PEB at the PEB Shareholder Meeting for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve PEB of such obligation.