Common use of Fairness Hearing Clause in Contracts

Fairness Hearing. 8.3.1 As promptly as practicable after the execution of this Agreement, CVB and Granite shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit to be filed with the Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite Shareholders. 8.3.2 Granite hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 (a) As promptly soon as practicable after the execution of this Agreement, CVB and Granite in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, and CVB shall file with the Corporations Commissioner; cooperation of the Vianeta, the application for permit (ithe "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Code of RegulationsAdministrative Code, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “"Hearing Notice”"), concerning the hearing to be (the "Hearing") held by the Corporations California Commissioner to consider the terms, terms and conditions of this Agreement and the Merger and the fairness of the transactions contemplated hereby such terms and conditions pursuant to Section 25142 of the CSL California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (the “Hearing”"California Securities Law"); , and (ii) Vianeta shall prepare, with the application cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for permit inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner. (b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be filed with the Corporations California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Hearing Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act (the “Permit Application”"Permit"). . (c) As soon as permitted by the Corporations California Commissioner, Granite Vianeta shall mail deliver by personal delivery or reputable overnight courier the Hearing Notice to all Granite Shareholders Vianeta securityholders entitled to receive such noticenotice under California Securities Law. CVB Vianeta, Holdings and Granite will Parent shall notify each other promptly of the receipt of any comments from the Corporations California Commissioner or its staff and of any request by the Corporations California Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations California Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of any event occurs that holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws. (d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, and at all times subsequent thereto (through and including the Effective Time), contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in an order to make the statements therein, in light of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such amendment or supplement to the Proxy Statement all Vianeta securityholders and/or filing any such amendment or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing supplement with the Corporations California Commissioner or its staff or and/or any other government officials. (e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or mailing not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act. (f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation issuance of the Board common stock of Directors Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of Granite all jurisdictions which are applicable in favor connection with the issuance of common stock of Holdings in connection with the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite ShareholdersMerger. 8.3.2 Granite hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 (a) As promptly as practicable after the execution of this Agreement, CVB ABD and Granite GBB shall prepare, and CVB GBB shall file with the Corporations Commissioner; Commissioner of Corporations, (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “"Hearing Notice”"), concerning the hearing to be held by the Commissioner of Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “"Hearing”"); and (ii) the application for permit to be filed with the Commissioner of Corporations Commissioner in connection with the Hearing (the “"Permit Application”"). As soon as permitted by the Corporations CommissionerCommissioner of Corporations, Granite ABD shall mail the Hearing Notice to all Granite ABD Shareholders entitled to receive such notice. CVB ABD and Granite GBB will notify each other promptly of the receipt of any comments from the Commissioner of Corporations Commissioner or its staff and of any request by the Commissioner of Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations CommissionerCommissioner of Corporations, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement proxy statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite ABD Shareholders, such amendment or supplement. The Proxy Statement proxy statement shall include the recommendation of the Board of Directors of Granite ABD in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite ABD that the terms and conditions of the Merger are fair and reasonable to the Granite ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion. 8.3.2 Granite (b) ABD hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite ABD Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 As promptly (i) Each of the parties to this Agreement shall, and shall cause its Affiliates to, use all commercially reasonable efforts to cause the issuance of the Parent’s Stock issuable pursuant to Section 2.3 and the New Parent Warrants hereof to be exempt from registration under applicable federal and state securities Laws by filing as soon as practicable after the execution of this Agreement, CVB and Granite shall prepare, and CVB shall file Agreement an application with the Corporations Commissioner; (i) the notice meeting the requirements Secretary of State of the California Code State of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby North Carolina pursuant to Section 25142 78A-30 of the CSL (the “Hearing”); and (ii) the application for permit to be filed with the Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly General Statutes of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that North Carolina requesting a hearing upon the terms and conditions of the Merger are fair to be held as soon as practicable after the filing of such application and reasonable taking all actions necessary or appropriate to comply with the requirements set forth therein. The Company shall furnish to the Granite ShareholdersParent the information to be included in such application. The Company and the Parent will respond to any comments from the Secretary of State of North Carolina and use their commercially reasonable efforts to obtain an order of approval from the Secretary of State of North Carolina (the “North Carolina Securities Permit”) and have it granted as soon as practicable after such filing. None of the parties to this Agreement shall make at such hearing, or include in any information supplied with such application or distributed at such hearing, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 8.3.2 Granite hereby confirms that it has evaluated (ii) In the fairness event the Secretary of State of the terms State of North Carolina shall not have granted a North Carolina Securities Permit in a timely manner, the Parent will issue the Merger Consideration and conditions the New Parent Warrants as restricted securities in a private placement in accordance with applicable federal and state securities Laws, conditioned upon the determination of the transactions contemplated hereinavailability of an exemption and the Company’s cooperation with the Parent and use of commercially reasonable best efforts to obtain from the holders of the Company Shares the various representations and undertakings necessary in order to enable the Parent to utilize a private placement exemption under Regulation D promulgated under the Securities Act, includingwhereafter the Parent shall, but if, and only if, the Parent meets the eligibility requirements for Form S-3 and subject to other applicable legal requirements and to customary blackouts, use commercially reasonable efforts to file after the Closing Date a registration statement on Form S-3 (or any successor form) under the Securities Act covering the Merger Consideration, provided that the Parent shall not limited be required to (A) file any such Form S-3 prior to the consideration to be received date six (6) months from the Closing Date, or (B) maintain the effectiveness of such registration statement on Form S-3 for more than six (6) months following declaration of effectiveness thereof by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated hereinSEC.

Fairness Hearing. 8.3.1 As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, CVB Parent and Granite shall preparethe Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and CVB shall file with to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Corporations Commissioner; Merger as promptly as practicable including, but not limited to (i) the notice meeting prompt preparation and filing with the requirements Commissioner of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held documents required by the Corporations Commissioner to consider the termsCSL including, conditions and fairness but not limited to, any required Application, request for a hearing ("HEARING REQUEST") or notice of the transactions contemplated hereby a hearing ("HEARING NOTICE") pursuant to Section Sections 25121 and 25142 of the CSL (collectively, the “Hearing”"NOTICE MATERIALS"); , in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the application for permit satisfaction of the other parties' conditions to be filed Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CSL as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "INFORMATION STATEMENT") along with the Corporations Commissioner Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Company shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, this Agreement and the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filingMerger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such occurrence Governmental Entity with respect to the Merger, then such party shall promptly notify the other and cooperate endeavor in filing good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Corporations Commissioner other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or its staff modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other government officials, and/or mailing transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the Granite Shareholdersstatus of any such legal proceeding. (d) Notwithstanding the foregoing, such amendment nothing in this Agreement shall be deemed to require Parent or supplement. The Proxy Statement shall include the recommendation of Company to commence any litigation against any Person in order to facilitate the Board of Directors of Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions consummation of the Merger are fair and reasonable or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the Granite Shareholders. 8.3.2 Granite hereby confirms that it has evaluated the fairness consummation of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated hereinMerger.

Fairness Hearing. 8.3.1 (a) As promptly as practicable after the execution of this Agreement, CVB ABD and Granite GBB shall prepare, and CVB GBB shall file with the Corporations Commissioner; Commissioner of Corporations, (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing to be held by the Commissioner of Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit to be filed with the Commissioner of Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations CommissionerCommissioner of Corporations, Granite ABD shall mail the Hearing Notice to all Granite ABD Shareholders entitled to receive such notice. CVB ABD and Granite GBB will notify each other promptly of the receipt of any comments from the Commissioner of Corporations Commissioner or its staff and of any request by the Commissioner of Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations CommissionerCommissioner of Corporations, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement proxy statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite ABD Shareholders, such amendment or supplement. The Proxy Statement proxy statement shall include the recommendation of the Board of Directors of Granite ABD in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite ABD that the terms and conditions of the Merger are fair and reasonable to the Granite ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion. 8.3.2 Granite (b) ABD hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite ABD Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 As promptly as practicable after (a) The PurchasePro Common Stock to be issued pursuant to the execution terms of this Agreement, CVB and Granite shall prepare, and CVB shall file with Agreement will be qualified by a permit (the Corporations Commissioner; (i"Qualification Permit") the notice meeting the requirements issued under Section 25121 of the California Code Corporate Securities Law of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended 1968 (the “Hearing Notice”), concerning "Securities Law") after a fairness hearing (the hearing to be held by "Fairness Hearing") before the California Commissioner of Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL Securities Law and shall thereby be an exempt transaction under Section 3(a)(10) of the Securities Act. PurchasePro shall prepare and file with the California Department of Corporations (the “Hearing”); "Department") a permit for qualification of the PurchasePro Common Stock to be issued pursuant to this Agreement and (ii) the an application for permit to be filed a Fairness Hearing together with the Corporations Commissioner information statement included therein (the "Information Statement") and any other documents required by the Securities Law in connection with the Hearing (transactions contemplated by this Agreement. PurchasePro shall take the “Permit Application”). As soon as permitted by initiative and be responsible for working with the Corporations Commissioner, Granite shall mail Department to obtain the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of Qualification Permit; provided that the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, Company and the Corporations CommissionerStockholder shall -------- cooperate fully with PurchasePro in such effort. PurchasePro, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement Company and the Merger and Stockholder shall use reasonable efforts to have the conclusion of Qualification Permit issued under the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite ShareholdersSecurities Law as promptly as practicable after such filing. 8.3.2 Granite hereby confirms that it has evaluated (b) The Company will timely furnish to PurchasePro all information concerning the fairness of the terms and conditions of the transactions contemplated hereinCompany, including, but not limited without limitation, information regarding the Company's business, management, financial statements and the Stockholder as may be reasonably requested in connection with any action provided for in this Section 2.3, and will be responsible for any statement, ----------- information or omission in the Information Statement relating to it or its Affiliates based on written information furnished by it that causes such Information Statement to contain an untrue statement of material fact relating to the consideration Company, or omit a material fact necessary to be received by make the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing statements therein relating to the fairness of such terms and conditions of the transactions contemplated hereinCompany, not misleading.

Fairness Hearing. 8.3.1 (a) As promptly soon as reasonably practicable after following the execution of this Agreement, CVB and, in any event no later than January 8, 2010 (or such later date as mutually agreed between Parent and Granite the Representative in good faith), Parent shall prepare, and CVB shall file with the reasonable cooperation of the Company, the necessary documents, including a permit application and notice to Company Stockholders, to apply to obtain a permit (a “California Permit”) from the Commissioner of Corporations of the State of California (the “California Commissioner; ”) (iafter a hearing before such Commissioner) the notice meeting the requirements pursuant to Sections 25121 and 25142 of the California Code Corporate Securities Law of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended 1968 (the “Fairness Hearing NoticeLaw”), concerning so that the hearing to issuance of Parent Common Stock in the Merger shall be held exempt from registration under the 1933 Act, by the Corporations Commissioner to consider the terms, conditions and fairness virtue of the transactions contemplated hereby pursuant to exemption provided by Section 25142 3(a)(10) thereof, and the Company shall prepare, with the reasonable cooperation of the CSL Parent, a related information statement or other disclosure document (the “HearingInformation Statement”); . (b) The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of stockholder consent with respect to the adoption of this Agreement and the approval of the Merger. The Information Statement shall be accompanied by the notice required by Section 262(d)(2) of the DGCL and shall include the unanimous recommendation of the board of directors of the Company (a) for the adoption of this Agreement and the approval and adoption of the Transactions by the Stockholders and (iib) against the application for permit to be filed with the Corporations Commissioner exercise of Appraisal Rights in connection with the Hearing (Merger. Following the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly distribution of the receipt of any comments from Information Statement and the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any issuance of the documents filed therewith California Permit, the board of directors of the Company shall further take all reasonable and lawful action to solicit and obtain such approval and take all other action necessary or any other filing advisable to secure the vote or for additional consent of the Stockholders required by Applicable Law and the Company Charter. Each party agrees that information and will supply each other with copies of all correspondence between supplied by such party or any of its representativesfor inclusion in the Information Statement will not, on the one handdate the Information Statement is first sent or furnished to the Stockholders, and the Corporations Commissionercontain any statement which, at such time, is false or its staff or any other government officials, on the other hand, misleading with respect to any material fact, or omit to state any material fact necessary in order to make the filingstatements made therein, in light of the circumstances under which they are made, not false or misleading. (c) The Company shall cooperate with, and provide the information requested by, Parent in connection with Parent’s application for the California Permit. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement permit application or any other filingInformation Statement, each party the Company and Parent shall promptly inform the other of such occurrence and cooperate in delivering any such amendment or supplement to all Company Stockholders and/or filing any such amendment or supplement with the Corporations California Commissioner or its staff or and/or any other government officials. Parent, and/or mailing with the reasonable cooperation of the Company, will respond to any comments from the California Department of Corporations and Parent and the Company shall work together in good faith and use their commercially reasonable efforts to have the California Permit granted as soon as practicable after such filing. Each of Parent and the Company agrees to provide promptly to the Granite Shareholdersother such information concerning its business and financial statements and affairs as, such amendment or supplement. The Proxy Statement shall include in the recommendation reasonable judgment of the Board of Directors of Granite providing party or its counsel, may be required or appropriate under the Fairness Hearing Law for inclusion in favor the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in preparation of the Agreement Information Statement. Each of the Company and Parent shall use its commercially reasonable efforts to cause the above-referenced documents, including the permit application, the hearing notice and the Merger Information Statement to comply with all requirements of applicable federal and state securities Laws. In the conclusion of event that, after working in good faith and with commercially reasonable efforts to obtain the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite Shareholders. 8.3.2 Granite hereby confirms California Permit, Parent determines that it has evaluated is not able to receive the fairness of California Permit under terms that permit the terms and conditions timely close of the transactions contemplated hereinhereunder, including, but not limited Parent shall issue to the consideration to be received Company a notice (the “Election Notice”) that it is abandoning the process and will instead elect one of the alternatives contemplated by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing Section 2.17(b), subject to the fairness of such terms and conditions of the transactions contemplated hereinset forth in Section 2.17(b).

Fairness Hearing. 8.3.1 (a) As promptly soon as practicable after the execution of this Agreement, CVB and Granite the Company shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements cooperation of the California Code Buyer, the Information Statement for the holders of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “Hearing Notice”), concerning the hearing Shares to be held by the Corporations Commissioner to consider the terms, conditions approve this Agreement and fairness of the transactions contemplated hereby pursuant to Section 25142 hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the CSL (the “Hearing”); and (ii) the application for permit shares of Buyer Stock to be filed with the Corporations Commissioner in connection with the Hearing (the “Permit Application”). As soon as permitted received by the Corporations Commissioner, Granite holders of Shares. The Buyer and the Company shall mail each use reasonable commercial efforts to cause the Hearing Notice Information Statement to all Granite Shareholders entitled to receive such noticecomply with applicable federal and state securities laws requirements. CVB and Granite will notify each other promptly Each of the receipt Buyer and the Company agree to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of any comments from the Corporations Commissioner providing party or its staff and of counsel, may be required or appropriate for inclusion in the Information Statement, or in any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements thereto, and to any cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the documents filed therewith or any other filing or for additional information and Information Statement. The Company will supply each other with copies of all correspondence between such party or any of its representatives, on promptly advise the one handBuyer, and the Corporations CommissionerBuyer will promptly advise the Company, or its staff or in writing if at any other government officials, on the other hand, with respect time prior to the filing. Whenever Effective Time either shall obtain knowledge of any event occurs facts that is required might make it necessary or appropriate to be set forth in an amendment amend or supplement the Information Statement in order to make the Proxy Statement statements contained or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing incorporated by reference therein not misleading or to comply with the Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplementapplicable law. The Proxy Information Statement shall include contain the recommendation of the Company's Board of Directors of Granite in favor of the Agreement and the Stockholders that the holders of Shares approve the Merger and this Agreement and the conclusion of the Company's Board of Directors of Granite that the terms and conditions of the Merger are advisable and fair and reasonable to the Granite Shareholdersholders of Shares. The Company shall not include in the Information Statement any information with respect to the Buyer or its affiliates or associates, the form and content of which information shall not have been approved by the Buyer prior to such inclusion. 8.3.2 Granite hereby confirms that it has evaluated (b) As soon as practicable after the fairness execution of this Agreement, and subject to Section 7.10(a), the Buyer shall prepare, with the cooperation of the terms Company, the application for the California Permit. The Buyer and conditions the Company shall each use commercially reasonable efforts to cause such application to comply with the requirements of applicable federal and state laws, and agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the transactions contemplated hereinproviding party or its counsel, includingmay be required or appropriate for inclusion in such application, but not limited or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of such application. The Company will promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to the consideration Effective Time it shall obtain knowledge of any facts that might make it necessary or appropriate to be received amend or supplement such application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Buyer shall not include in such application any information with respect to the Company or its affiliates or associates, the form and content of which information shall not have been approved by the Granite Shareholders following consummation of Company prior to such transactions inclusion. (c) If the California Permit is not issued on or before June 1, 2000, then the parties will proceed without a California Permit, and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated hereinSection 7.11 will apply.

Fairness Hearing. 8.3.1 8.4.1 As promptly as practicable after the execution of this Agreement, CVB and Granite Kaweah shall prepare, and CVB shall file with the Corporations Commissioner; (i) the notice meeting the requirements of the California Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the “"Hearing Notice”"), concerning the hearing to be held by the Commissioner of Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “"Hearing”"); and (ii) the application for permit to be filed with the Commissioner of Corporations Commissioner in connection with the Hearing (the “"Permit Application”"). As soon as permitted by the Corporations CommissionerCommissioner of Corporations, Granite Kaweah shall mail the Hearing Notice to all Granite Kaweah Shareholders entitled to receive such notice. CVB and Granite Kaweah will notify each other promptly of the receipt of any comments from the Corporations Commissioner of or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner of Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Kaweah Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite Kaweah in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite Kaweah that the terms and conditions of the Merger are fair and reasonable to the Granite Kaweah Shareholders. 8.3.2 Granite . Kaweah hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Kaweah Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, CVB the Parties will use their reasonable best efforts to take, or cause to be taken, all actions and Granite shall prepareto do, or cause to be done, all things including filing preparation and CVB shall file filing with the Commissioner of the documents required by the California Corporations Commissioner; Code, including but not limited to any required Permit Application, request for a hearing (i"Hearing Request") the or notice meeting the requirements of a hearing ("Hearing Notice") pursuant to Sections 25121 and 25142 of the California Corporations Code of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (collectively the “Hearing Notice”"Notice Materials"), concerning in connection with the hearing Merger and the issuance of the Merger Consideration, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be held filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by the Corporations Commissioner to consider the termsany third party of Governmental Entity, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the CSL (the “Hearing”); and (ii) the application for permit satisfaction of the other Parties' conditions to be filed Closing. Each Party will use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the California Corporations Code as promptly as practicable after such filing. In addition, the parties will prepare, and UC Hub will distribute, an information statement or proxy statement along with the Corporations Commissioner Notice Materials, as may be required by California law, at the earliest practicable date to submit this Agreement, the Merger and the transactions contemplated hereby, to the stockholders of UC Hub. Each of the Parties will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of the Parties will be solely responsible for any statement, information or omission in the Notice Materials relating to it or its affiliates upon the written information furnished by it or its representatives. (b) Prior to the Closing, each Party will promptly consult with the other Parties hereto with respect to all filings made by such Party with any Governmental Entity or any other information supplied by such Party to a Governmental Entity in connection with this Agreement and the Hearing (Merger. Each Party will promptly inform the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of the receipt others of any comments communication from any Governmental Entity regarding the Corporations Commissioner or its staff and of Merger. If any request by the Corporations Commissioner or its staff Party hereto or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or affiliate thereof receives a request for additional information and will supply each other with copies of all correspondence between or documentary material from any such party or any of its representatives, on the one hand, and the Corporations Commissioner, or its staff or any other government officials, on the other hand, Governmental Entity with respect to the filing. Whenever any event occurs that is required Merger, then such Party will promptly notify the other Parties and endeavor in food faith to make, or cause to be set forth in an amendment or supplement to the Proxy Statement or any other filingmade, each party shall promptly inform as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of such occurrence and cooperate in filing with the Corporations Commissioner or its staff or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation permits are required as a result of the Board execution of Directors of Granite in favor this Agreement or consummation of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions of the Merger are fair and Merger, UC Hub will use reasonable best efforts to the Granite Shareholderseffect such transfers, amendments or modifications. 8.3.2 Granite hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated herein.

Fairness Hearing. 8.3.1 As promptly as practicable after (a) Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, CVB Parent and Granite shall preparethe Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and CVB shall file with to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Corporations Commissioner; Merger as promptly as practicable including, but not limited to (i) the notice meeting prompt preparation and filing with the requirements Commissioner of the California Code documents required by the CCC including, but not limited to, any required Permit Application, request for a hearing ("Hearing Request") or notice of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended a hearing (the “"Hearing Notice”), concerning the hearing to be held by the Corporations Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby ") pursuant to Section Sections 25121 and 25142 of the CSL CCC (collectively, the “Hearing”"Notice Materials"); , in connection with the Merger and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act and the preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the application for permit satisfaction of the other parties' conditions to be filed Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "Information Statement") along with the Corporations Commissioner Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with the Hearing (the “Permit Application”). As soon as permitted by the Corporations Commissioner, Granite shall mail the Hearing Notice to all Granite Shareholders entitled to receive such notice. CVB and Granite will notify each other promptly of the receipt of any comments from the Corporations Commissioner or its staff and of any request by the Corporations Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, this Agreement and the Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filingMerger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, each Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such occurrence Governmental Entity with respect to the Merger, then such party shall promptly notify the other and cooperate endeavor in filing good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the Corporations Commissioner other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or its staff modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications. (c) Each of Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Merger or any of the other government officials, and/or mailing transactions contemplated by this Agreement and (ii) keep the other party generally informed as to the Granite Shareholdersstatus of any such legal proceeding. (d) Notwithstanding the foregoing, such amendment nothing in this Agreement shall be deemed to require Parent or supplement. The Proxy Statement shall include the recommendation of Company to commence any litigation against any Person in order to facilitate the Board of Directors of Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions consummation of the Merger are fair and reasonable or to defend against any litigation brought by any third party or Governmental Entity seeking to prevent the Granite Shareholders. 8.3.2 Granite hereby confirms that it has evaluated the fairness consummation of the terms and conditions of the transactions contemplated herein, including, but not limited to the consideration to be received by the Granite Shareholders following consummation of such transactions and agrees not to object at the Hearing to the fairness of such terms and conditions of the transactions contemplated hereinMerger.