Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) GFSB will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "GFSB STOCKHOLDER MEETING") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. GFSB's Board of Directors will use all reasonable best efforts to obtain from GFSB's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to the mailing, (i) GFSB's Board of Directors shall recommend to GFSB's stockholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that GFSB's Board of Directors has recommended that GFSB's stockholders vote in favor of the approval of this Agreement and (iii) neither GFSB's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSW, the recommendation of GFSB's Board of Directors that GFSB's stockholders vote in favor of approval of this Agreement or make any statement in connection with the GFSB Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSB's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determines, after consultation with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders under applicable law; provided further, that Section 5.1 shall govern withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein.

Stockholder Meetings. (a) GFSB The Company will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, take all action necessary to call, give notice of, convene and hold a special meeting of its stockholders the holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement (including any adjournments or postponements thereof, the "GFSB STOCKHOLDER MEETINGCompany Stockholders Meeting") as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within 60 the 10-day period immediately preceding the Company Stockholders Meeting, the Company may, in the event that an Acquisition Proposal is made within such 10-day period, postpone the Company Stockholders Meeting for a period not to exceed 14 days following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the approval of the effectiveness authorization of Parent Shares to be issued in the Registration Statement for the purpose of considering Merger and voting on approval and adoption of this Agreement pursuant to Company Options and the transactions provided for Company Stock-Based Awards to be assumed in this Agreementthe Merger (the "Parent Shareholders Meeting") as promptly as practicable after the date hereof. GFSB's Board of Directors will use all reasonable best efforts Subject to obtain from GFSB's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) the terms of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to its fiduciary obligations under applicable law, the mailing, (i) GFSB's Board of Directors of the Company shall recommend to GFSB's stockholders approval of this Agreementits stockholders, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that GFSB's Board of Directors has recommended that GFSB's stockholders vote in favor of the approval adoption of this Agreement and (iii) neither GFSB's shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. In the event that subsequent to the date hereof, the Board of Directors nor any committee thereof shall withdraw, amend of the Company determines that this Agreement is no longer advisable and either makes no recommendation or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSWrecommends that its stockholders reject this Agreement, the recommendation Company shall nevertheless submit this Agreement to the holders of GFSB's the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. The Board of Directors that GFSB's of Parent agrees to recommend to its stockholders vote the authorization of the Parent Shares to be issued in favor of approval of this Agreement or make any statement in connection with the GFSB Stockholder Meeting inconsistent with such recommendation provided Merger; it being expressly understood that nothing contained in this Agreement shall prevent GFSBParent's Board of Directors from withholdingmaking any disclosure to its stockholders if, withdrawing, amending or modifying in the good faith judgment of its recommendation if GFSB's Board of Directors determinesDirectors, after consultation failure so to disclose would be inconsistent with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders disclosure or other obligations under applicable law; provided further, that Section 5.1 shall govern withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein.

Stockholder Meetings. (a) GFSB DFBS will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB DFBS will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "GFSB DFBS STOCKHOLDER MEETING") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. GFSBDFBS's Board of Directors will use all reasonable best efforts to obtain from GFSBDFBS's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to the mailingAgreement, (i) GFSBDFBS's Board of Directors shall recommend to GFSBDFBS's stockholders approval of this Agreement, (ii) the Joint Proxy Statement-Prospectus shall include a statement to the effect that GFSBDFBS's Board of Directors has recommended that GFSBDFBS's stockholders vote in favor of the approval of this Agreement Agreement, and (iii) neither GFSBDFBS's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSWFCCO, the recommendation of GFSBDFBS's Board of Directors that GFSBDFBS's stockholders vote in favor of approval of this Agreement or make any statement in connection with the GFSB DFBS Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSBrecommendation. Notwithstanding the foregoing, if DFBS's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determinesDirectors, after consultation with its outside and based on the advice of counsel, determines in good faith that such action is legally required it would result in order for the directors to comply with their a violation of its fiduciary duties to GFSB's shareholders under applicable law; provided furtherlaw to recommend this Agreement, that Section 5.1 shall govern withholdingthen in submitting the Agreement to stockholders at the DFBS Stockholder Meeting it may submit the Agreement without recommendation and will no longer be under any obligation to use its reasonable best efforts to obtain from DFBS's stockholders a vote approving this Agreement, withdrawing, amending or modifying in which case the Board of such Directors may communicate the basis for its lack of a recommendation to the stockholders in the circumstances described thereinJoint Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Meetings. (a) GFSB The Company will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, take all action necessary to call, give notice of, convene and hold a special meeting of its stockholders the holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement (including any adjournments or postponements thereof, the "GFSB STOCKHOLDER MEETINGCompany Stockholders Meeting") as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within 60 the 10-day period immediately preceding the Company Stockholders Meeting, the Company may, in the event that an Acquisition Proposal is made within such 10-day period, postpone the Company Stockholders Meeting for a period not to exceed 14 days following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the approval of the effectiveness authorization of -44- 49 Parent Shares to be issued in the Registration Statement for the purpose of considering Merger and voting on approval and adoption of this Agreement pursuant to Company Options and the transactions provided for Company Stock-Based Awards to be assumed in this Agreementthe Merger (the "Parent Shareholders Meeting") as promptly as practicable after the date hereof. GFSB's Board of Directors will use all reasonable best efforts Subject to obtain from GFSB's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) the terms of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to its fiduciary obligations under applicable law, the mailing, (i) GFSB's Board of Directors of the Company shall recommend to GFSB's stockholders approval of this Agreementits stockholders, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that GFSB's Board of Directors has recommended that GFSB's stockholders vote in favor of the approval adoption of this Agreement and (iii) neither GFSB's shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. In the event that subsequent to the date hereof, the Board of Directors nor any committee thereof shall withdraw, amend of the Company determines that this Agreement is no longer advisable and either makes no recommendation or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSWrecommends that its stockholders reject this Agreement, the recommendation Company shall nevertheless submit this Agreement to the holders of GFSB's the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting. The Board of Directors that GFSB's of Parent agrees to recommend to its stockholders vote the authorization of the Parent Shares to be issued in favor of approval of this Agreement or make any statement in connection with the GFSB Stockholder Meeting inconsistent with such recommendation provided Merger; it being expressly understood that nothing contained in this Agreement shall prevent GFSBParent's Board of Directors from withholdingmaking any disclosure to its stockholders if, withdrawing, amending or modifying in the good faith judgment of its recommendation if GFSB's Board of Directors determinesDirectors, after consultation failure so to disclose would be inconsistent with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders disclosure or other obligations under applicable law; provided further, that Section 5.1 shall govern withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein.

Stockholder Meetings. (a) GFSB DFBS will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB DFBS will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "GFSB STOCKHOLDER MEETINGDFBS Stockholder Meeting") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. GFSBDFBS's Board of Directors will use all reasonable best efforts to obtain from GFSBDFBS's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to the mailingAgreement, (i) GFSBDFBS's Board of Directors shall recommend to GFSBDFBS's stockholders approval of this Agreement, (ii) the Joint Proxy Statement-Prospectus shall include a statement to the effect that GFSBDFBS's Board of Directors has recommended that GFSBDFBS's stockholders vote in favor of the approval of this Agreement Agreement, and (iii) neither GFSBDFBS's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSWFCCO, the recommendation of GFSBDFBS's Board of Directors that GFSBDFBS's stockholders vote in favor of approval of this Agreement or make any statement in connection with the GFSB DFBS Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSBrecommendation. Notwithstanding the foregoing, if DFBS's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determinesDirectors, after consultation with its outside and based on the advice of counsel, determines in good faith that such action is legally required it would result in order for the directors to comply with their a violation of its fiduciary duties to GFSB's shareholders under applicable law; provided furtherlaw to recommend this Agreement, that Section 5.1 shall govern withholdingthen in submitting the Agreement to stockholders at the DFBS Stockholder Meeting it may submit the Agreement without recommendation and will no longer be under any obligation to use its reasonable best efforts to obtain from DFBS's stockholders a vote approving this Agreement, withdrawing, amending or modifying in which case the Board of such Directors may communicate the basis for its lack of a recommendation to the stockholders in the circumstances described thereinJoint Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by law.

Stockholder Meetings. (a) GFSB The Company and Parent will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out each, as soon as practicable following the intentions date of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders (respectively, the "GFSB STOCKHOLDER MEETINGCompany Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on the approval and adoption of this Agreement (in the case of the Company) and the transactions provided for Share Issuance (in this Agreementthe case of Parent). GFSB's Board The Company and Parent shall coordinate and cooperate with respect to the timing of Directors will such meetings and shall use all their reasonable best efforts to obtain from GFSB's hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior manner adverse to the mailingCompany, (i) GFSBsuch recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors shall to Parent's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to GFSB's its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company 57 has complied with Section 4.2 and (ii) (A) in the Proxy Statement-Prospectus shall include a statement to reasonable good faith judgment of the effect that GFSBCompany's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors has recommended that GFSBto the Company's stockholders vote under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement and (iii) neither GFSBwithin five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors nor of the Company shall rescind any committee thereof shall withdraw, amend or modify, or propose or resolve resolution to withdraw, amend withdraw or modify in a manner adverse to FFBSW, the its recommendation of GFSB's Board of Directors that GFSB's stockholders vote in favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for approval whether or make any statement in connection with not the GFSB Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSB's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determines, after consultation the Company determines at any time subsequent to the date hereof and in accordance with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders under applicable law; provided further, that terms of this Section 5.1 shall govern withholding, withdrawing, amending or modifying that the Merger Agreement is no longer advisable and recommends that the stockholders of such recommendation in the circumstances described thereinCompany reject it.

Stockholder Meetings. (a) GFSB The Company and Parent will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out each, as soon as practicable following the intentions date of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders (respectively, the "GFSB STOCKHOLDER MEETINGCompany Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") as promptly as practicable within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on the approval and adoption of this Agreement (in the case of the Company) and the transactions provided for Share Issuance (in this Agreementthe case of Parent). GFSB's Board The Company and Parent shall coordinate and cooperate with respect to the timing of Directors will such meetings and shall use all their reasonable best efforts to obtain from GFSB's hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior manner adverse to the mailingCompany, (i) GFSBsuch recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors shall to Parent's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company will, through its Board of Directors, recommend to GFSB's its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) the Company has complied with Section 4.2 and (ii) (A) in the Proxy Statement-Prospectus shall include a statement to reasonable good faith judgment of the effect that GFSBCompany's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors has recommended that GFSBto the Company's stockholders vote under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company and its stockholders and (y) the Board of Directors of the Company notifies Parent that it has resolved to withdraw or modify its recommendation in favor of the approval of this Agreement and (iii) neither GFSBwithin five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company that it has elected not to enter into such definitive written agreement to effect the Parent Acquisition Event, the Board of Directors nor of the Company shall rescind any committee thereof shall withdraw, amend or modify, or propose or resolve resolution to withdraw, amend withdraw or modify in a manner adverse to FFBSW, the its recommendation of GFSB's Board of Directors that GFSB's stockholders vote in favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for approval whether or make any statement in connection with not the GFSB Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSB's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determines, after consultation the Company determines at any time subsequent to the date hereof and in accordance with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders under applicable law; provided further, that terms of this Section 5.1 shall govern withholding, withdrawing, amending or modifying that the Merger Agreement is no longer advisable and recommends that the stockholders of such recommendation in the circumstances described thereinCompany reject it.