Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Pentegra and Shareholders Dentist shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company and Shareholders shall cooperate to promptly prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Exchange Commission ("SEC") Act as promptly as reasonably practicable after such filing and to keep the Registration Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with its Initial Public Offering (including the prospectus constituting a part thereofissuance and reservation of Common Units in the Merger, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning the Company and Shareholders the holders of Company Common Stock as may be reasonable reasonably requested in connection with any such action. Company and Shareholder represent and warrant that none of the information No filing of, or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement theretoto, if anythe Form S-4 or the Proxy Statement will be made by Parent or the Company, becomes as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective under or any supplement or amendment has been filed, the Securities Act issuance of 1933any stop order, contain the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any untrue statement jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company , the party that discovers such information shall promptly notify the other parties hereto and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each an appropriate amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each describing such party or any of its subsidiaries to any governmental entity in connection information shall be promptly filed with the transactions contemplated SEC and, to the extent required by law, disseminated to the Other Agreements or this Agreementstockholders of the Company.

Filings; Other Actions. Pentegra(a) Purchaser, Company on the one hand, and Shareholders shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or all necessary documentation, to effect all necessary applications, notices, petitions, filings and other appropriate Form) documents, and to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws permits, consents, orders, approvals and authorizations of, or "Blue Sky" permits any exemption by, all third parties and approvals required Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to carry out consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will use its reasonable best efforts to promptly obtain or submit, and the Company and Shareholders shall furnish all information concerning Company and Shareholders will cooperate as may reasonably be reasonable requested by Purchaser to help Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. Purchaser and the Company will have the right to review in connection advance, and to the extent practicable each will consult with any such action. Company and Shareholder represent and warrant that none the other, in each case subject to applicable laws relating to the exchange of information, all the information or documents supplied or relating to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra party, and any of their respective Affiliates, which appears in connection with the preparation of the Registration Statement and each amendment or supplement theretoany filing made with, or written materials submitted to, any other statement, filing, notice or application made by or on behalf of each such third party or any of its subsidiaries to any governmental entity Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the Other Agreements foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). To the extent permitted by applicable law, Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Filings; Other Actions. Pentegra, Company Pentegra and Shareholders Dentist shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable reasonably requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable reasonably requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders Partners shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders Partners shall furnish all information concerning Company Contributor and Shareholders Partners as may be reasonable requested in connection with any such action. Company Contributor and Shareholder Partner represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders Partners shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders Partners shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) The Company and Shareholders Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to promptly prepare and file with the Securities Exchange Commission ("SEC"use) the Registration Statement on Form S-1 (their respective reasonable best efforts to take or other appropriate Form) cause to be filed by Pentegra in connection with taken all actions, and do or cause to be done all things, necessary, proper or advisable on its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by under this Agreement and applicable Laws to consummate and make effective the Merger and the other Contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger or any of the other Contemplated Transactions; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent or Merger Sub (i) to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company and Shareholders shall furnish all information concerning or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by any Acquired Company and Shareholders as may be reasonable requested of any of its assets or businesses), (ii) to agree to any material changes or restriction in connection with the operations of any such action. Company and Shareholder represent and warrant that none assets or businesses, or (iii) to contest any Legal Proceeding relating to the Merger or any of the information or documents supplied or other Contemplated Transactions. Subject to be supplied by it specifically for inclusion in applicable Laws relating to the Registration Statementsharing of information, by exhibit or otherwise, will, at Parent and the time Company shall have the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled right to review the Registration Statement in advance, and each amendment thereto, if any, prior to the time extent practicable each becomes effective under will consult the Securities Act other on, all the information relating to Parent or the Company, as the case may be, and any of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselvestheir respective Subsidiaries, their subsidiariesthat appear in any filing made with, if anyor written materials submitted to, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra any third party and/or any Governmental Entity in connection with the preparation Merger and the other Contemplated Transactions (including the Proxy Statement). In exercising the foregoing right, each of the Registration Statement Company and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this AgreementParent shall act reasonably and as promptly as practicable.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material mateial fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as practicable after the execution of this Agreement (but no later than 10 (ten) Business Days after the date hereof), subject to the receipt from Parent and Merger Sub of the information described in the second sentence of this clause (a), the Company shall prepare (in consultation with Parent and Shareholders shall cooperate to promptly prepare after taking into account any comments made by Parent) and file with the Securities Exchange Commission SEC ("SEC"i) the Registration Proxy Statement, which shall, subject to Section 5.3, include the Recommendation and (ii) a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”), and shall use all commercially reasonable efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Proxy Statement on Form S-1 (or other appropriate Form) and the Schedule 13E-3 and to cause the definitive Proxy Statement to be filed by Pentegra in connection with its Initial Public Offering (including mailed to the prospectus constituting a part thereof, Company’s stockholders as promptly as practicable after the "Registration Statement")date of this Agreement. Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits Parent and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Merger Sub shall furnish all information concerning Company themselves and Shareholders as may their Affiliates that is required to be reasonable requested included in the Proxy Statement and the Schedule 13E-3, or that is customarily included in a proxy statement or a Schedule 13E-3 prepared in connection with any such action. Company and Shareholder represent and warrant that none transactions of the type contemplated by this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3 and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Schedule 13E-3. If at any time prior to the Company Meeting any information relating to the Company, Parent or documents supplied any of their respective Affiliates, officers or to directors is discovered by the Company or Parent which should be supplied by it specifically for inclusion set forth in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each an amendment or supplement theretoto the Proxy Statement or the Schedule 13E-3, if anyso that the Proxy Statement, becomes effective under Schedule 13E-3 or the Securities Act of 1933, other filings shall not contain any an 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 are made, not no misleading. Company , the party which discovers such information shall promptly notify the other party, and Shareholders an appropriate amendment or supplement describing such information shall be entitled filed with the SEC and, to review the Registration Statement and each amendment theretoextent required by applicable Law, if anydisseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the time Proxy Statement or making the other filings (including the Schedule 13E-3) (or, in each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselvescase, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each any amendment or supplement thereto, ) or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries responding to any governmental entity comments of the SEC with respect thereto, the Company shall provide Parent an opportunity to review and comment on such document or response and shall include in connection with such document or response comments reasonably proposed by Parent in good faith. The Company shall cause the transactions contemplated by Proxy Statement to be mailed to holders of Common Stock as of the Other Agreements or this Agreementrecord date established for the Company Meeting as promptly as practicable, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement.

Filings; Other Actions. Pentegra, Company Contributors and Shareholders Shareholder shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributors and Shareholders Shareholder shall furnish all information concerning Company Contributors and Shareholders Shareholder as may be reasonable requested in connection with any such action. Company Contributors and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributors and Shareholders Shareholder shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributors and Shareholders Shareholder shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Pentegegra, Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement")) and Pentegra shall use its best efforts to obtain an effective date for the Registration Statement. Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Signatory Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders Pentegra shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.