Common use of Proxy and Registration Statement Clause in Contracts

Proxy and Registration Statement. (a) ABCB and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB and FSC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and FSC shall furnish all information concerning FSC and the holders of FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB will advise FSC promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or FSC, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the FSC Shareholders and the ABCB Shareholders.

Proxy and Registration Statement. (a) ABCB and FSC JAXB shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB and FSC JAXB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC JAXB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC JAXB Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and FSC JAXB shall furnish all information concerning FSC JAXB and the holders of FSC JAXB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) . ABCB will advise FSC JAXB promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC JAXB with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB or FSCJAXB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC JAXB which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB JAXB Shareholders.

Proxy and Registration Statement. (a) ABCB ▇▇▇▇ and FSC MCBI shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB ▇▇▇▇ shall file with the SEC as promptly as reasonably practicable practicable, but in no event more than thirty (30) calendar days, following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus; provided, however, that any delay in filing the Registration Statement within such time period attributable in whole or in part to MCBI’s delay in furnishing information required to be included therein shall not be deemed a breach by ▇▇▇▇ of this Section 2.13. Each of ABCB and FSC HOMB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC MCBI and ABCB ▇▇▇▇ will cause the Proxy Statement/Prospectus to be filed with the SEC SEC, as applicable, published or disclosed in accordance with the reporting standards of the OTC Markets Group, Inc. and mailed to the FSC MCBI Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB HOMB shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB ▇▇▇▇ Common Stock in the Merger, and FSC MCBI shall furnish all information concerning FSC MCBI and the holders of FSC MCBI Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . ▇▇▇▇ will advise FSC MCBI promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB ▇▇▇▇ Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC MCBI with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB ▇▇▇▇ or FSCMCBI, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB ▇▇▇▇ or FSC MCBI which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB MCBI Shareholders.

Proxy and Registration Statement. (a) ABCB and FSC HSB shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. HSB shall use its commercially reasonable efforts to prepare and deliver to ABCB for review, as promptly as practicable following the date of this Agreement or as subsequently requested by ABCB, such financial statements and related analysis of HSB, including Management’s Discussion and Analysis of Financial Condition and Results of Operations of HSB, as may be required in order to file, in compliance with Applicable Laws, the Registration Statement and any other report or registration statement required to be filed by ABCB with the SEC. Each of ABCB and FSC HSB shall use its reasonable best commercially reasonably efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC HSB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC HSB Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and FSC HSB shall furnish all information concerning FSC HSB and the holders of FSC HSB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB will advise FSC HSB promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC HSB with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or FSCHSB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC HSB which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the FSC Shareholders and the ABCB HSB Shareholders.

Proxy and Registration Statement. (a) ABCB North will prepare and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following the date of this Agreement Securities and Exchange Commission (and in any event no later than sixty (60"Commission") days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB and FSC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective date hereof a proxy statement to be filed under the Securities Act. ABCB shall also take any action required Exchange Act ("Proxy and Registration Statement") by North, to be taken under any applicable state securities Laws distributed by North in connection with the issuance North stockholder meeting and reservation of ABCB Common Stock in the Merger, and FSC shall furnish all information concerning FSC and the holders of FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested distributed by Motoguzzi in connection with any such actionthe Motoguzzi stockholder meeting and to register the Merger Consideration, including shares of Class A Common Stock of North issuable upon conversion of the Class B Preferred Stock and upon exercise of the Nominal Warrants. During the course of the preparation of the Proxy and Registration Statement, Motoguzzi will be given reasonable opportunity to review and comment upon drafts of the Proxy and Registration Statement and the comments of the Commission thereon and responses thereto. (b) ABCB North covenants to Motoguzzi that the Proxy and Registration Statement will advise FSC promptly after it receives oral or written notice comply in all material respects with the applicable provisions of the Exchange Act and will not at the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment effectiveness of the Proxy Statement/Prospectus or the and Registration Statement and any amendments thereof or comments thereon supplements thereto and responses thereto or requests by at the SEC for additional information, and will promptly provide FSC with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or FSC, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that North stockholder meeting contain any of such documents would not include any misstatement 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 made, not misleadingmisleading or necessary to correct any statement in any earlier filing with the Commission of such Proxy and Registration Statement or any amendment thereof or any supplement thereto or any earlier communication to the stockholders of North with respect to the transactions contemplated by this Agreement; provided, however, that no representation, covenant or agreement is made by North with respect to information supplied or approved by or on behalf of Motoguzzi or its affiliates for inclusion in the Proxy and Registration Statement, as provided in SECTION 6.09 hereof. Subject to the fiduciary duty of the Board of Directors of North, the party that discovers such information Proxy and Registration Statement shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andcontain statements, where appropriate, to the extent required by Law, disseminated to effect that the FSC Shareholders Board of Directors of North has approved this Agreement and the ABCB ShareholdersMerger and unanimously recommends that the stockholders of North vote in favor of approving this Agreement and the Merger and the other proposals presented in the Proxy and Registration Statement.

Proxy and Registration Statement. (a) ABCB and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as As promptly as reasonably practicable following the date of this Agreement (and Agreement, but in any event no later than sixty forty five (6045) days following after the date of this Agreement) , Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Shareholders and the ABCB Shareholders, respectively, Company Stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC the Company shall furnish all information concerning FSC the Company and the holders of FSC Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. . None of the information supplied or to be supplied by Parent or any of its Affiliates for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the Registration Statement and the Proxy Statement/Prospectus to be mailed to the holders of Company Common Stock, and (b) ABCB any other documents to be filed by Parent or any of its Affiliates with the SEC or any other Governmental Authority in connection with the transactions provided for herein, will be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent will advise FSC the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or FSC the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB ShareholdersCompany Stockholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and FSC First Bexley shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC First Bexley shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB First Bexley will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC First Bexley Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC First Bexley shall furnish all information concerning FSC First Bexley and the holders of FSC First Bexley Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC First Bexley promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCFirst Bexley, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC First Bexley which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB First Bexley Shareholders.

Proxy and Registration Statement. (a) ABCB North will prepare and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following the date of this Agreement Securities and Exchange Commission (and in any event no later than sixty (60"Commission") days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB and FSC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective date hereof a proxy statement to be filed under the Securities Act. ABCB shall also take any action required Exchange Act ("Proxy and Registration Statement") by North, to be taken under any applicable state securities Laws distributed by North in connection with the issuance North stockholder meeting and reservation of ABCB Common Stock in the Merger, and FSC shall furnish all information concerning FSC and the holders of FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested distributed by Motoguzzi in connection with any such actionthe Motoguzzi stockholder meeting and to register the Merger Consideration, including shares of Class A Common Stock of North issuable upon conversion of the Class B Preferred Stock and upon exercise of the Nominal Warrants. During the course of the preparation of the Proxy and Registration Statement, Motoguzzi will be given reasonable opportunity to review and comment upon drafts of the Proxy and Registration Statement and the comments of the Commission thereon and responses thereto. (b) ABCB North covenants to Motoguzzi that the Proxy and Registration Statement will advise FSC promptly after it receives oral or written notice comply in all material respects with the applicable provisions of the Exchange Act and will not at the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment effectiveness of the Proxy Statement/Prospectus or the and Registration Statement and any amendments thereof or comments thereon supplements thereto and responses thereto or requests by at the SEC for additional information, and will promptly provide FSC with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or FSC, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that North stockholder meeting contain any of such documents would not include any misstatement 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 made, not misleadingmisleading or necessary to correct any statement in any earlier filing with the Commission of such Proxy and Registration Statement or any amendment thereof or any supplement thereto or any earlier communication to the stockholders of North with respect to the transactions contemplated by this Agreement; provided, however, that no representation, covenant or agreement is made by North with respect to information supplied or approved by or on behalf of Motoguzzi or its affiliates for inclusion in the Proxy and Registration Statement, as provided in Section 6.09 hereof. Subject to the fiduciary duty of the Board of Directors of North, the party that discovers such information Proxy and Registration Statement shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC andcontain statements, where appropriate, to the extent required by Law, disseminated to effect that the FSC Shareholders Board of Directors of North has approved this Agreement and the ABCB ShareholdersMerger and unanimously recommends that the stockholders of North vote in favor of approving this Agreement and the Merger and the other proposals presented in the Proxy and Registration Statement.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and FSC Insight shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC Insight shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB Insight will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Insight Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC Insight shall furnish all information concerning FSC Insight and the holders of FSC Insight Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC Insight promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCInsight, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC Insight which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB Insight Shareholders.

Proxy and Registration Statement. (a) ABCB and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as As promptly as reasonably practicable following the date of this Agreement (and but in any no event no later than sixty (60) 45 days following the date of this Agreement) ), Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Company Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC the Company shall furnish all information concerning FSC the Company and the holders of FSC Company Common Stock and Company Series D Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or FSC the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB Company Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as practicable after the execution of this Agreement, Company will prepare and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following a proxy statement relating to the date meeting of this Agreement Company's stockholders to be held in connection with the Merger (and together with any amendments thereof or supplements thereto, in any event no later than sixty (60) days following each case in the date of this Agreementform or forms mailed to Company's stockholders, the "Proxy Statement") and Parent will prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which will include the Proxy Statement/Prospectus. Each of ABCB and FSC shall use its reasonable best efforts to have Statement will be included as a prospectus, in connection with the Registration Statement declared effective registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of Company pursuant to the Merger. Each of Parent and Company will use its reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent will take all or any action required under any applicable federal or state securities laws in connection with the issuance of share of Parent Common Stock in the Merger. Each of Parent and Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably practicable after request in connection with such filing actions and to keep the preparation of the Registration Statement effective and Proxy Statement. As promptly as long as necessary to consummate practicable after the MergerRegistration Statement will become effective, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC and ABCB Company will cause mail the Proxy Statement/Prospectus Statement to its stockholders. The Proxy Statement will include the recommendation of the Board of Directors of Company in favor of the Merger (subject to Section 5.10 hereof). Subject to Section 5.10 hereof, neither the Proxy Statement nor the Registration Statement will be filed with the SEC by, and mailed no amendment or supplement to the FSC Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after Proxy Statement or the Registration Statement is declared effective under will be made by, Parent or Company without the Securities Actapproval of the other party (which approval will not be unreasonably withheld or delayed). ABCB shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance Parent and reservation of ABCB Common Stock in the Merger, and FSC shall furnish all information concerning FSC and the holders of FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB Company each will advise FSC the other, promptly after it receives oral or written notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or FSC, or any of their respective Affiliates, officers or directors, is discovered by ABCB or FSC which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the FSC Shareholders and the ABCB Shareholders.

Proxy and Registration Statement. (a) ABCB Parent and FSC BKYF shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable practicable, but in no event more than fifteen (15) Business Days, following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC BKYF shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of FSC BKYF and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC BKYF Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC BKYF shall furnish all information concerning FSC BKYF and the holders of FSC BKYF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC BKYF promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC BKYF with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCBKYF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC BKYF which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB BKYF Shareholders.

Proxy and Registration Statement. (a) ABCB and FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as As promptly as reasonably practicable following the date of this Agreement (Agreement, Parent and in any event no later than sixty (60) days following the date of this Agreement) Company shall prepare the Registration Statement, which Parent shall file with the SEC and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger Mergers and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC Shareholders and the ABCB Shareholders, respectively, Company Stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities Laws in connection with Each of Parent and the issuance and reservation of ABCB Common Stock in the Merger, and FSC Company shall furnish all information concerning FSC and the holders of FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by the other in connection with any such action. action and the preparation, filing or distribution, as applicable, of the Registration Statement and the Proxy Statement/Prospectus. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (bwhich comments shall be considered by the applicable party in good faith) ABCB thereon if reasonably practicable; provided that, without limiting this Section 6.2, this right to review and comment shall not apply with respect to information or documents incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus. Parent will advise FSC the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or FSC the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders Company Stockholders. (b) As promptly as practicable after the date hereof, the Company and Parent shall prepare and make such filings as are required under applicable state securities or “blue sky” laws in connection with the Transactions, and the ABCB ShareholdersCompany shall assist Parent as may be necessary to comply with such state securities or “blue sky” laws.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and FSC CABF shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC CABF shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB CABF will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC CABF Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC CABF shall furnish all information concerning FSC CABF and the holders of FSC CABF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC CABF promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCCABF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC CABF which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB CABF Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and FSC NewDominion shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC NewDominion shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably - 24 - practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC and ABCB NewDominion will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the FSC NewDominion Shareholders and the ABCB Shareholders, respectively, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC NewDominion shall furnish all information concerning FSC NewDominion and the holders of FSC NewDominion Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC NewDominion promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCNewDominion, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC NewDominion which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Shareholders and the ABCB NewDominion Shareholders.

Proxy and Registration Statement. (a) ABCB Parent and FSC Stonegate shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable practicable, but in no event more than thirty (30) calendar days, following the date of this Agreement (and in any event no later than sixty (60) days following the date of this Agreement) and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and FSC Stonegate shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of FSC Stonegate and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and the FDIC, as applicable, and mailed to the FSC Stonegate Shareholders and the ABCB Shareholders, respectively, shareholders of Parent as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities Laws laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and FSC Stonegate shall furnish all information concerning FSC Stonegate and the holders of FSC Stonegate Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise FSC Stonegate promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, the initiation or threat of any proceeding for any such purpose, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide FSC Stonegate with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or FSCStonegate, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or FSC Stonegate which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Lawlaw, disseminated to the FSC Stonegate Shareholders and the ABCB Shareholdersshareholders of Parent.