Common use of THE PROXY Clause in Contracts

THE PROXY. In the case of the Company: it shall promptly assist Heritage in the preparation of a joint proxy statement (the "Proxy Statement") to be mailed to the holders of the Company Common Stock and the holders of Heritage Common Stock in connection with the transactions contemplated by this Plan and to be filed by Heritage in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.8, which shall conform to all applicable legal requirements. Heritage and Company shall call special meetings (the "Meetings") of the holders, respectively, of Company Common Stock and Heritage Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and Heritage and Company shall use their best efforts to solicit and obtain shareholder votes in favor of the transactions contemplated by this Plan and, subject to the exercise of their fiduciary duties, the Boards of Directors of the Company and Heritage shall recommend approval of such transactions by such respective holders.