Preparation and Distribution of Proxy Statement/Prospectus Clause Samples
Preparation and Distribution of Proxy Statement/Prospectus. FNB and United jointly shall prepare a “Proxy Statement/Prospectus” for distribution to the shareholders of United as the proxy statement relating to solicitation of proxies for use at the shareholders’ meeting contemplated in Section 4.3(a) above and as FNB’s prospectus relating to the offer and distribution of FNB Stock as described herein. The Proxy Statement/Prospectus shall be in such form and shall contain or be accompanied by such information regarding the shareholders’ meeting, this Agreement, the parties hereto, the Merger and other transactions described herein as is required by applicable law and regulations and otherwise as shall be agreed upon by FNB and United. FNB shall include the Proxy Statement/Prospectus as the prospectus in its “Registration Statement” described above; and FNB and United shall cooperate with each other in good faith and shall use their best efforts to cause the Proxy Statement/Prospectus to comply with any comments of the SEC. United shall mail the Proxy Statement/Prospectus to its shareholders prior to the scheduled date of its shareholders’ meeting; provided, however, that no such materials shall be mailed to United’s shareholders unless and until FNB shall have determined to its own satisfaction that the conditions specified in Sections 7.1(b) and (c) below have been satisfied and shall have approved such mailing.
Preparation and Distribution of Proxy Statement/Prospectus. Cardinal and MFC jointly will prepare a "Proxy Statement/Prospectus" for distribution to their respective shareholders as Cardinal's "Proxy Statement" described in Paragraph 4.01(a) above and MFC's "Proxy Statement" described in Paragraph 5.01 above, and as MFC's Prospectus contained in the MFC Registration Statement as described in Paragraph 5.02 above. The Proxy Statement/Prospectus will be prepared, in all material respects in such form, and will contain or be accompanied by such information regarding the Cardinal Shareholders' Meeting, the MFC Shareholder's Meeting, this Agreement, the parties hereto, the Merger and other transactions described herein, or otherwise, as is required by the 1933 Act and rules and regulations of the SEC thereunder to be included in MFC's Prospectus, and as is required by the 1934 Act and rules and regulations of the SEC thereunder (including without lmitation Regulation 14A) to be included in Cardinal's Proxy Statement and MFC's Proxy Statement, or as otherwise shall be agreed upon by legal counsel for MFC and Cardinal. Cardinal and MFC will mail the Proxy Statement/Prospectus to their respective shareholders on a date mutually agreed upon by Cardinal and MFC, but in no event less than 20 days prior to the scheduled date of the earlier of the Cardinal Shareholders' Meeting or the MFC Shareholders' Meeting; provided, however, that no such materials shall be mailed to Cardinal's shareholders unless and until the SEC shall have declared the MFC Registration Statement to be effective and approved Cardinal's and MFC's respective Proxy Statements. The Proxy Statement/Prospectus mailed to Cardinal's and MFC's respective shareholders shall be in the form of the final Prospectus contained in the MFC Registration Statement as it is declared effective by the SEC.