Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.1.1 For the purposes of (i) registering CUNB Common Stock to be offered to holders of FENB Common Stock in connection with the Merger with the SEC under the Securities Act, (ii) holding the FENB Shareholders Meeting, and (iii) holding the CUNB Shareholders Meeting, CUNB shall draft and prepare, and FENB shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities laws, the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the shareholders of FENB and CUNB, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CUNB shall use its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB and FENB shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s shareholders. CUNB 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 FENB shall furnish all information concerning FENB, and the holders of FENB Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.1.1 8.2.1. For the purposes of (i) registering CUNB PFS Common Stock to be offered to holders of FENB SBBX Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the FENB SBBX Shareholders Meeting, and (iii) holding the CUNB Shareholders Meeting, CUNB PFS shall draft and prepare, and FENB SBBX shall cooperate in the preparation of, the Merger Registration Statement, including including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a proxy statement and prospectus 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 prospectus and proxy statement/prospectus , in the form mailed to the shareholders of FENB and CUNBSBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, with as promptly as practicable following the SECdate of this Agreement and in any event within forty-five (45) days from the date hereof. CUNB Each of PFS and SBBX shall use its their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB and FENB SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s their respective shareholders. CUNB PFS 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 FENB SBBX shall furnish all information concerning FENB, SBBX and the holders of FENB SBBX Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.1.1 8.2.1. For the purposes (x) of (i) registering CUNB FNFG Common Stock to be offered to holders of FENB GLB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the FENB GLB Shareholders Meeting, and (iii) holding the CUNB Shareholders Meeting, CUNB FNFG shall draft and prepare, and FENB GLB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus 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 to the shareholders of FENB and CUNBGLB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CUNB Each of FNFG and GLB shall use its their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB each of GLB and FENB FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s the GLB shareholders. CUNB FNFG 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 FENB GLB shall furnish all information concerning FENB, GLB and the holders of FENB GLB Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.1.1 (a) For the purposes (x) of (i) registering CUNB Xxxxxxxx Common Stock to be offered to holders of FENB VIST Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the FENB VIST Shareholders Meeting, and (iii) holding the CUNB Shareholders Meeting, CUNB Xxxxxxxx shall draft and prepare, and FENB VIST shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus 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 to the shareholders of FENB and CUNBVIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB Xxxxxxxx shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CUNB Each of Xxxxxxxx and VIST shall use its their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB each of VIST and FENB Xxxxxxxx shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s the VIST shareholders. CUNB Xxxxxxxx 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 FENB VIST shall furnish all information concerning FENB, VIST and the holders of FENB VIST Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.1.1 8.2.1 For the purposes (x) of (i) registering CUNB NEWCO Common Stock to be offered to holders of FENB Alliance Common Stock in connection with the Merger with the SEC under the Securities Act, Act and applicable state securities laws and (iiy) of holding the FENB Shareholders Alliance Stockholders Meeting, and (iii) holding the CUNB Shareholders MeetingNEWCO, CUNB at its expense, shall draft and prepare, and FENB Alliance shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NHSB in the Merger (the “Merger Registration Statement”), including a proxy statement and prospectus 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 Alliance to the shareholders of FENB and CUNBAlliance stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB NEWCO shall provide Alliance 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. NEWCO shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, Statement with the SEC. CUNB Each of NEWCO and Alliance shall use its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB and FENB Alliance shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s shareholdersits stockholders. CUNB NEWCO 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 FENB Alliance shall furnish to NEWCO all information concerning FENB, Alliance and the holders of FENB Alliance Common Stock as may be reasonably requested in connection with any such action.. Back to Contents

Proxy Statement/Prospectus. 8.1.1 8.2.1. For the purposes (x) of (i) registering CUNB BCB Common Stock to be offered to holders of FENB Allegiance Bank Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the FENB Allegiance Bank Shareholders Meeting, and (iii) holding the CUNB Shareholders Meeting, CUNB BCB shall draft and prepare, and FENB Allegiance Bank shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus 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 to the shareholders of FENB and CUNBAllegiance Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). CUNB BCB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. CUNB Each of BCB and Allegiance Bank shall use its their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and CUNB and FENB Allegiance Bank shall thereafter promptly mail the Proxy Statement-Prospectus to FENB’s shareholders and CUNB’s the Allegiance Bank shareholders. CUNB BCB 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 FENB Allegiance Bank shall furnish all information concerning FENB, Allegiance Bank and the holders of FENB Allegiance Bank Common Stock as may be reasonably requested in connection with any such action.