Common use of Submission to Shareholders Clause in Contracts

Submission to Shareholders. RIT shall cause to be duly called and held, on a date selected by RIT as soon as reasonably practicable after the date hereof, a special meeting of its shareholders (the "RIT Shareholders' Meeting") for submission of this Agreement and the RIT/New RIT Merger Transaction for approval of such RIT shareholders as required by the Missouri Corporate Law; provided, however, that anything in the Missouri Corporate Law or the Articles of Incorporation, as amended, of RIT to the contrary notwithstanding, the adoption and approval of this Agreement and the RIT/New RIT Merger Transaction shall require (i) the affirmative vote of the holders of two-thirds of the issued and outstanding shares of the RIT Stock and (ii) the affirmative vote of the holders of a majority of the issued and outstanding shares of the RIT Class A Stock (excluding for these purposes any shares of RIT Class A Stock owned by BCBSMo or by any executive officer or director of BCBSMo or RIT), voting as a class separate and apart from the RIT Class B Stock. In connection with the RIT Shareholders' Meeting, RIT shall prepare and file a Proxy Statement/Prospectus with the SEC and mail it to its shareholders, and the RIT Board (subject to compliance with its fiduciary duties as advised by counsel) and the RIT Independent Committee (subject to compliance with its fiduciary duties as advised by counsel) shall recommend to the RIT shareholders the approval of this Agreement and the RIT/New RIT Merger Transaction contemplated by this Agreement and use their best efforts to obtain such shareholder approval.

Submission to Shareholders. RIT shall cause to be duly called and held, on a date selected by RIT as soon as reasonably practicable after the date hereof, a special meeting of its shareholders (the "RIT Shareholders' Meeting") for submission of this Agreement and the RIT/New RIT Merger Transaction for approval of such RIT shareholders as required by the Missouri Corporate Law; provided, however, that anything in the Missouri Corporate Law or the Articles of Incorporation, as amended, of RIT to the contrary notwithstanding, the adoption and approval of this Agreement and the RIT/New RIT Merger Transaction shall require (i) the affirmative vote of the holders of two-two- thirds of the issued and outstanding shares of the RIT Stock and (ii) the affirmative vote of the holders of a majority of the issued and outstanding shares of the RIT Class A Stock (excluding for these purposes any shares of RIT Class A Stock owned by BCBSMo or by any executive officer or director of BCBSMo or RIT), voting as a class separate and apart from the RIT Class B Stock. In connection with the RIT Shareholders' Meeting, RIT shall prepare and file a Proxy Statement/Prospectus with the SEC and mail it to its shareholders, and the RIT Board (subject to compliance with its fiduciary duties as advised by counsel) and the RIT Independent Committee (subject to compliance with its fiduciary duties as advised by counsel) shall recommend to the RIT shareholders the approval of this Agreement and the RIT/New RIT Merger Transaction contemplated by this Agreement and use their best efforts to obtain such shareholder approval.