Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp shall draft and prepare, and Regal Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp Westbank Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp Stockholders Westbank Shareholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp Westbank shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the "Merger Registration Statement"), including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp Westbank to the Regal Bancorp stockholdersWestbank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp NewAlliance shall provide Westbank and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp Westbank shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp Westbank shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECshareholders. SR Bancorp NewAlliance shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp Westbank shall furnish to NewAlliance all information concerning Regal Bancorp Westbank and the holders of Regal Bancorp Westbank Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Cape Bancorp Common Stock to be offered to holders of Regal Boardwalk Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Boardwalk Bancorp Stockholders Meeting, SR Cape Bancorp shall draft and prepare, and Regal Boardwalk Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Boardwalk Bancorp to the Regal Boardwalk Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Cape Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Cape Bancorp and Regal Boardwalk Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Boardwalk Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Cape Bancorp shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Boardwalk Bancorp shall furnish all information concerning Regal Boardwalk Bancorp and the holders of Regal Boardwalk Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Cape Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) For purposes (x) of registering SR Bancorp the offering of Customers Common Stock to be offered to holders of Regal Bancorp CMS Common Stock in connection with the Parent Merger with the SEC under the Securities Act and applicable state securities lawsAct, and (by) of holding the Regal Bancorp Stockholders CMS Meeting, SR Bancorp shall Customers will draft and prepare, and Regal Bancorp CMS shall cooperate participate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp CMS stockholders, together with any and all amendments or and supplements thereto, being herein referred to herein as the “Proxy Statement-Prospectus”). SR Bancorp Customers shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CMS agrees to cooperate, and CMS shall cause its Subsidiaries to cooperate, with Customers, its counsel and its accountants, in preparation of the Proxy Statement-Prospectus. Provided that CMS and its Subsidiaries have cooperated as required above, Customers agrees to file the Merger Registration Statement with the SEC as promptly as reasonably practicable but in no event later than thirty (30) calendar days after all applications relating to the consummation of the Parent Merger and the Subsidiary Merger have been filed with applicable Regulatory Authorities. Each of SR Bancorp Customers and Regal Bancorp CMS shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and Regal Bancorp Customers and CMS shall cooperate thereafter to promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECCMS shareholders. SR Bancorp shall also Customers agrees to use its best all reasonable efforts to obtain obtain, prior to the Effective Date, all necessary state securities law Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp shall . CMS agrees to furnish to Customers all information concerning Regal Bancorp CMS, its Subsidiaries, and the holders of Regal Bancorp Common Stock their respective officers, directors and stockholders as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated herebyforegoing sentence.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Univest Common Stock to be offered to holders of Regal Bancorp Fox Chase Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Fox Chase Shareholders’ Meeting and the Univest Shareholders’ Meeting, SR Bancorp Univest shall draft and prepare, and Regal Bancorp Fox Chase shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholdersFox Chase shareholders and the Univest shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall Univest shall, as soon as is practicable (provided that Fox Chase has timely provided all information requested in writing by Univest or its counsel, within forty-five (45) days after the date hereof), file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SECSEC under the Securities Act in connection with the transactions contemplated by this Agreement. Each of SR Bancorp Univest and Regal Bancorp Fox Chase shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Fox Chase and Univest shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Fox Chase shareholders and the SECUnivest shareholders. SR Bancorp Univest shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp Fox Chase shall furnish all information concerning Regal Bancorp Fox Chase and the holders of Regal Bancorp Fox Chase Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (ax) of registering SR CU Bancorp Common Stock to be offered to holders of Regal CUB Common Stock in connection with the Bank Holding Company Formation and to be offered to the holders of PC Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal PC Bancorp Stockholders Shareholders Meeting and the CUB Shareholders Meeting, SR Bancorp CUB shall draft and prepare, and Regal PC Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholdersshareholders of CUB and PC Bancorp, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR CU Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal CU Bancorp shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal CUB and PC Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECtheir respective shareholders. SR CU Bancorp shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal PC Bancorp shall furnish all information concerning Regal Bancorp PC Bancorp, PCB and the holders of Regal PC Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (ai) of registering SR Bancorp Penns Xxxxx Common Stock to be offered to holders of Regal Bancorp Luzerne Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (bii) of holding the Regal Bancorp Stockholders Luzerne Shareholders’ Meeting and the Penns Xxxxx Shareholders’ Meeting, SR Bancorp Penns Xxxxx shall draft and prepare, and Regal Bancorp Luzerne shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholdersLuzerne shareholders and the Penns Xxxxx shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp Penns Xxxxx shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp Penns Xxxxx and Regal Bancorp Luzerne shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Luzerne and Penns Xxxxx shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by Luzerne shareholders and the SECPenns Xxxxx shareholders. SR Bancorp Penns Xxxxx shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp Luzerne shall furnish all information concerning Regal Bancorp Luzerne and the holders of Regal Bancorp Luzerne Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp CBI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp CBI Stockholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp CBI shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the "Merger Registration Statement"), including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp CBI to the Regal Bancorp CBI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp NewAlliance shall provide CBI and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp CBI shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp CBI shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NewAlliance shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp CBI shall furnish to NewAlliance all information concerning Regal Bancorp CBI and the holders of Regal Bancorp CBI Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes of (ax) of registering SR Bancorp NewAlliance Common Stock to be offered to holders of Regal Bancorp CBI Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp CBI Stockholders Meeting, SR Bancorp NewAlliance, at its expense, shall draft and prepare, and Regal Bancorp CBI shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NewAlliance in the Merger (the “Merger Registration Statement”), including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp CBI to the Regal Bancorp CBI stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp NewAlliance shall provide CBI and its counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NewAlliance shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. Each of SR Bancorp NewAlliance and Regal Bancorp CBI shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp CBI shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp NewAlliance shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp CBI shall furnish to NewAlliance all information concerning Regal Bancorp CBI and the holders of Regal Bancorp CBI Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp FNFG Common Stock to be offered to holders of Regal Bancorp FLBC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal Bancorp FLBC Stockholders Meeting and First Niagara Financial Stockholders Meeting, SR Bancorp FNFG shall draft and prepare, and Regal Bancorp FLBC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp FLBC to the Regal Bancorp FLBC stockholders and by First Niagara Financial to the First Niagara Financial stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR Bancorp FNFG shall provide FLBC and its counsel with appropriate opportunity to review and comment on the Proxy Statement-Prospectus prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp FNFG and Regal Bancorp FLBC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of FLBC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp FNFG shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp FLBC shall furnish all information concerning Regal Bancorp FLBC and the holders of Regal Bancorp FLBC Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR New Provident Bancorp Common Stock to be offered to holders of Regal Bancorp ENBHC Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, laws and (by) of holding the Regal ENBHC Shareholders Meeting and Provident Bancorp Stockholders Shareholders Meeting, SR New Provident Bancorp shall draft and prepare, and Regal Bancorp ENBHC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal ENBHC to the ENBHC shareholders and by Provident Bancorp to the Regal Provident Bancorp stockholdersshareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). SR New Provident Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR New Provident Bancorp and Regal Bancorp ENBHC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal each of ENBHC and New Provident Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECshareholders. SR New Provident Bancorp shall also use its best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp ENBHC shall furnish all information concerning Regal Bancorp ENBHC and the holders of Regal Bancorp ENBHC Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.

Proxy Statement/Prospectus. 8.2.1. For the purposes (ax) of registering SR Bancorp First Sentry Bancshares Common Stock to be offered to holders of Regal Bancorp Guaranty Financial Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (by) of holding the Regal Bancorp Stockholders Guaranty Financial Shareholders Meeting, SR Bancorp and the First Sentry Bancshares Shareholders Meeting, First Sentry Bancshares shall draft and prepare, and Regal Bancorp Guaranty Financial shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholdersGuaranty Financial shareholders and the First Sentry Bancshares shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp First Sentry Bancshares shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC and the Merger Registration Statement at the time it becomes effective shall in all material respects conform to the requirements of the Securities Act and the applicable rules and regulations of the SEC. Each of SR Bancorp First Sentry Bancshares and Regal Bancorp Guaranty Financial shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp each of Guaranty Financial and First Sentry Bancshares shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SECtheir shareholders. SR Bancorp First Sentry Bancshares shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp Guaranty Financial shall furnish all information concerning Regal Bancorp Guaranty Financial and the holders of Regal Bancorp Guaranty Financial Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby.