OTHER FILING REQUIRED UNDER SECTION 701 OF THE CALIFORNIA
FINANCIAL CODE OR SECTION 3 OF THE BHCA OR, IN EACH CASE, ANY APPLICABLE
REGULATIONS THEREUNDER AND THE COMPANY SHALL REASONABLY COOPERATE WITH PURCHASER
IN CONNECTION WITH THE FOREGOING; AND ANY INITIAL FILINGS WITH GOVERNMENTAL
AUTHORITIES SHALL BE MADE BY PURCHASER AS SOON AS REASONABLY PRACTICABLE AFTER
THE DATE HEREOF AND IN ANY EVENT BY SEPTEMBER 30, 2008.
SUBJECT TO APPLICABLE
LAWS RELATING TO THE EXCHANGE OF INFORMATION, PURCHASER AND THE COMPANY SHALL
HAVE THE RIGHT TO REVIEW IN ADVANCE, AND TO THE EXTENT PRACTICABLE EACH SHALL
CONSULT WITH THE OTHER ON, ALL MATERIAL WRITTEN INFORMATION SUBMITTED TO ANY
THIRD PARTY AND/OR ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE
TRANSACTION.
IN EXERCISING THE FOREGOING RIGHT, EACH OF THE PARTIES AGREES TO
ACT REASONABLY AND AS PROMPTLY AS PRACTICABLE.
EACH PARTY HERETO AGREES THAT IT
SHALL TO THE EXTENT LEGALLY PERMISSIBLE AND PRACTICABLE CONSULT WITH THE OTHER
WITH RESPECT TO THE OBTAINING OF ALL MATERIAL PERMITS, CONSENTS, APPROVALS AND
AUTHORIZATIONS OF ALL THIRD PARTIES AND/OR GOVERNMENTAL AUTHORITIES NECESSARY OR
ADVISABLE TO CONSUMMATE THE TRANSACTION AND EACH PARTY SHALL TO THE EXTENT
LEGALLY PERMISSIBLE AND PRACTICABLE KEEP THE OTHER PARTY APPRISED OF THE STATUS
OF MATERIAL MATTERS RELATING TO COMPLETION OF THE TRANSACTION (INCLUDING TO THE
EXTENT LEGALLY PERMISSIBLE AND PRACTICABLE (I) PROMPTLY FURNISHING THE OTHER
WITH COPIES OF NOTICES OR OTHER COMMUNICATIONS RECEIVED BY PURCHASER OR THE
COMPANY, AS THE CASE MAY BE, FROM ANY THIRD PARTY AND/OR GOVERNMENTAL AUTHORITY
WITH RESPECT TO THE TRANSACTION AND THE ESTABLISHMENT OF ANY BANK HOLDING
COMPANY FOR PURPOSES OF THE TRANSACTION, AND AS OTHERWISE CONTEMPLATED BY THIS
AGREEMENT AND, TO THE EXTENT PERMITTED BY LAW, AND (II) PROVIDING DESCRIPTIONS
OF ANY ORAL COMMUNICATIONS FROM SUCH PERSONS).
(B)
EACH PARTY AGREES, UPON REQUEST, TO FURNISH THE OTHER PARTY WITH
ALL INFORMATION CONCERNING ITSELF, ITS SUBSIDIARIES, DIRECTORS, OFFICERS AND
STOCKHOLDERS OR SHAREHOLDERS, AS APPLICABLE, OTHER THAN ANY INFORMATION
CONCERNING EACH PARTY'S OFFICERS, PRINCIPALS, DIRECTORS AND STOCKHOLDERS OR
SHAREHOLDERS THE DISCLOSING PARTY REASONABLY DETERMINES TO BE CONFIDENTIAL, AND
SUCH OTHER MATTERS AS MAY BE REASONABLY NECESSARY OR ADVISABLE IN CONNECTION
WITH ANY FILING, NOTICE OR APPLICATION MADE BY OR ON BEHALF OF SUCH OTHER PARTY
TO ANY THIRD PARTY AND/OR GOVERNMENTAL AUTHORITY.
5.4
BOARD SEAT.
(A)
PRIOR TO THE CLOSING DATE, UPON SATISFACTORY COMPLETION OF A
DIRECTORS & OFFICERS QUESTIONNAIRE AND PROVISION OF OTHER BACKGROUND INFORMATION
AS MAY BE REASONABLY REQUESTED BY THE COMPANY, THE COMPANY SHALL CAUSE MR. JOHN
ROSE OR
10
MR. ROBERT GOLDSTEIN, AT PURCHASER'S OPTION, AS A REPRESENTATIVE OF PURCHASER
(THE "BOARD REPRESENTATIVE"), TO BE APPOINTED TO THE COMPANY BOARD AND COMMENCE
SERVING ON THE COMPANY BOARD IMMEDIATELY FOLLOWING THE CLOSING DATE.
PRIOR TO
THE CLOSING DATE, THE COMPANY SHALL ALSO CAUSE THE BOARD REPRESENTATIVE TO BE
APPOINTED TO THE EXECUTIVE COMMITTEE OF THE COMPANY BOARD (OR ANY SUCCESSOR
COMMITTEE THERETO).
(B)
THE COMPANY SHALL INCLUDE THE BOARD REPRESENTATIVE IN THE
COMPANY'S SLATE OF DIRECTOR NOMINEES RECOMMENDED BY THE COMPANY BOARD TO BE