NHSB Conversion Sample Clauses

NHSB Conversion. Commencing promptly after the date of this Agreement, NHSB will take all steps reasonably necessary to expeditiously effect the Conversion. In addition, without limiting the generality of the foregoing, NHSB shall cause the following to be done: 8.3.1 NHSB will (i) as promptly as practicable after receipt of all approvals or non-objections necessary from the applicable Bank Regulators, take all steps necessary to duly call, give notice of, convene and hold a special meeting or meetings of the Corporators for the purpose of approving the Plan and for such other purposes as may be, in the reasonable judgment of NHSB, necessary or desirable, and (ii) subject to the fiduciary responsibility of the Board of Directors of NHSB as advised by counsel, recommend to its Corporators the approval of the aforementioned matters to be submitted by it to its Corporators, and (iii) cooperate and consult with Alliance with respect to each of the foregoing matters. NHSB will use its reasonable best efforts in good faith to complete all such actions no later than January 31, 2004. Back to Contents 8.3.2 NHSB will use its reasonable best efforts in good faith (i) to prepare and file by October 31, 2003 all required regulatory applications required in connection with the Merger, the Bank Merger and the Conversion, including, without limitation, filing applications with the Department, the FDIC, and the FRB and (ii) to effectuate the provisions of the Plan in a timely manner and shall provide Alliance, its counsel and its financial advisor with complete copies of such filings. 8.3.3 NHSB shall prepare as promptly as practicable, and Alliance shall co-operate in the preparation of, the Conversion Registration Statement and the Proxy Statement-Prospectus. NHSB shall file the Conversion Registration Statement with the SEC and all appropriate state securities offices. NHSB shall use its reasonable best efforts in good faith to have the Conversion Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and on a basis coordinated with the other steps required in the Plan. 8.3.4 Alliance shall provide NHSB with any information concerning it that NHSB may reasonably request in connection with the Conversion Prospectus. Alliance shall provide NHSB a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with re...