Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering Investors Common Stock to be offered to holders of ABNJ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ Shareholders Meeting, Investors shall draft and prepare, and ABNJ shall cooperate in the preparation of, 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 to the ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors shall file the Merger Registration Statement, including the Proxy ▇-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, with the SEC. Each of Investors and ABNJ 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 ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ shareholders. Investors 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 ABNJ shall furnish all information concerning ABNJ and the holders of ABNJ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ shall provide Investors with any information concerning itself that Investors may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors shall notify ABNJ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ promptly copies of all correspondence between Investors or any of their representatives and the SEC. Investors shall give ABNJ and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors and ABNJ agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of ABNJ Common Stock entitled to vote at the ABNJ Shareholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ and Investors shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ shall cooperate with Investors in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors shall file an amended Merger Registration Statement with the SEC, and ABNJ shall mail an amended Proxy Statement-Prospectus to the ABNJ shareholders.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (x) of registering Investors ▇▇▇▇▇▇▇▇ Common Stock to be offered to holders of ABNJ VIST Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ VIST Shareholders Meeting, Investors ▇▇▇▇▇▇▇▇ shall draft and prepare, and ABNJ 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 ABNJ VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors ▇▇▇▇▇▇▇▇ shall file the Merger Registration Statement, including the Proxy ▇Statement-▇▇ Prospectus, with the SEC. Each of ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, with the SEC. Each of Investors ▇ and ABNJ VIST 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 ABNJ each of VIST and ▇▇▇▇▇▇▇▇ shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ VIST shareholders. Investors ▇▇▇▇▇▇▇▇ 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 ABNJ VIST shall furnish all information concerning ABNJ VIST and the holders of ABNJ VIST Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ (b) VIST shall provide Investors ▇▇▇▇▇▇▇▇ with any information concerning itself that Investors ▇▇▇▇▇▇▇▇ may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors ▇▇▇▇▇▇▇▇ shall notify ABNJ VIST promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ VIST promptly copies of all correspondence between Investors ▇▇▇▇▇▇▇▇ or any of their representatives and the SEC. Investors ▇▇▇▇▇▇▇▇ shall give ABNJ VIST and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ VIST and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors ▇▇▇▇▇▇▇▇ and ABNJ VIST agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to (i) the holders of ABNJ VIST Common Stock entitled to vote at the ABNJ VIST Shareholders Meeting hereof and (ii) the holders of ▇▇▇▇▇▇▇▇ Common Stock entitled to vote at the ▇▇▇▇▇▇▇▇ Shareholders Meeting, if ▇▇▇▇▇▇▇▇ shareholder approval is required by Amex, at the earliest practicable time. 8.2.3. ABNJ (c) VIST and Investors ▇▇▇▇▇▇▇▇ shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ VIST shall cooperate with Investors ▇▇▇▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors ▇▇▇▇▇▇▇▇ shall file an amended Merger Registration Statement with the SEC, and ABNJ VIST shall mail an amended Proxy Statement-Prospectus to the ABNJ VIST shareholders. If requested by ▇▇▇▇▇▇▇▇, VIST shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding VIST, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering Investors NYB Common Stock to be offered to holders of ABNJ LIFC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ Shareholders LIFC Stockholders Meeting, Investors NYB shall draft and prepare, and ABNJ LIFC shall cooperate in the preparation of, 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 to the ABNJ shareholdersLIFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). Investors NYB shall promptly file the Merger Registration Statement, including the Proxy ▇Statement-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇Prospectus, with the SEC. Each of Investors NYB and ABNJ LIFC 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 ABNJ LIFC shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ shareholdersits stockholders. Investors NYB 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 ABNJ LIFC shall furnish all information concerning ABNJ LIFC and the holders of ABNJ LIFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ LIFC shall provide Investors NYB with any information concerning itself that Investors NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors NYB shall notify ABNJ LIFC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ LIFC promptly copies of all correspondence between Investors NYB or any of their representatives and the SEC. Investors NYB shall give ABNJ LIFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ LIFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors NYB and ABNJ LIFC agrees to use all reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of ABNJ LIFC Common Stock entitled to vote at the ABNJ Shareholders LIFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ LIFC and Investors NYB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ LIFC shall cooperate with Investors NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors NYB shall file an amended Merger Registration Statement with the SEC, and ABNJ each of LIFC and NYB shall mail an amended Proxy Statement-Prospectus to the ABNJ shareholdersLIFC and the NYB stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering Investors BMBC Common Stock to be offered to holders of ABNJ MCBI Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ MCBI Shareholders Meeting, Investors BMBC shall draft and prepare, and ABNJ MCBI shall cooperate in the preparation of, 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 to the ABNJ MCBI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors BMBC shall file the Merger Registration Statement, including the Proxy ▇Statement-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇Prospectus, with the SEC. Each of Investors BMBC and ABNJ MCBI 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 ABNJ each of MCBI and BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ MCBI shareholders. Investors BMBC 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 ABNJ MCBI shall furnish all information concerning ABNJ MCBI and the holders of ABNJ MCBI Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ MCBI shall provide Investors BMBC with any information concerning itself that Investors BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors BMBC shall notify ABNJ MCBI promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ MCBI promptly copies of all correspondence between Investors BMBC or any of their representatives and the SEC. Investors BMBC shall give ABNJ MCBI and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ MCBI and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors BMBC and ABNJ MCBI agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of ABNJ MCBI Common Stock entitled to vote at the ABNJ MCBI Shareholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ MCBI and Investors BMBC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ MCBI shall cooperate with Investors BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors BMBC shall file an amended Merger Registration Statement with the SEC, and ABNJ MCBI shall mail an amended Proxy Statement-Prospectus to the ABNJ MCBI shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering Investors DNB Common Stock to be offered to holders of ABNJ E▇▇ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ E▇▇ Shareholders Meeting and the DNB Shareholders Meeting, Investors DNB shall draft and prepare, and ABNJ E▇▇ shall cooperate in the preparation of, the Merger Registration Statement, including a proxy statement of E▇▇, a proxy statement of DNB and a prospectus of DNB 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 ABNJ E▇▇ and DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). Investors DNB shall file the Merger Registration Statement, including the Proxy ▇Statement-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇Prospectus, with the SEC. Each of Investors DNB and ABNJ E▇▇ 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 ABNJ each of E▇▇ and DNB shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ E▇▇ and DNB shareholders. Investors DNB shall also use its best commercially reasonable 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 ABNJ E▇▇ shall furnish all information concerning ABNJ E▇▇ and the holders of ABNJ E▇▇ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ E▇▇ shall provide Investors DNB with any information concerning itself that Investors DNB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors DNB shall notify ABNJ E▇▇ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ E▇▇ promptly copies of all correspondence between Investors DNB or any of their representatives and the SEC. Investors DNB shall give ABNJ E▇▇ and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ E▇▇ and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors DNB and ABNJ E▇▇ agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of ABNJ E▇▇ Common Stock and DNB Common Stock entitled to vote at the ABNJ their respective E▇▇ Shareholders Meeting hereof and DNB Shareholders Meeting at the earliest practicable time. 8.2.3. ABNJ ERB and Investors DNB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ ERB shall cooperate with Investors DNB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors DNB shall file an amended Merger Registration Statement with the SEC, and ABNJ each party shall mail an amended Proxy Statement-Prospectus to the ABNJ its respective shareholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering Investors ESSA Common Stock to be offered to holders of ABNJ First Star Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the ABNJ First Star Shareholders Meeting, Investors ESSA shall draft and prepare, and ABNJ First Star 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 ABNJ First Star shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). Investors ESSA shall file the Merger Registration Statement, including the Proxy ▇Statement-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇Prospectus, with the SEC. Each of Investors ESSA and ABNJ First Star 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 ABNJ each of First Star and ESSA shall thereafter promptly mail the Proxy Statement-Prospectus to the ABNJ First Star shareholders. Investors ESSA 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 ABNJ First Star shall furnish all information concerning ABNJ First Star and the holders of ABNJ First Star Common Stock as may be reasonably requested in connection with any such action. 8.2.2. ABNJ First Star shall provide Investors ESSA with any information concerning itself that Investors ESSA may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Investors ESSA shall notify ABNJ First Star promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to ABNJ First Star promptly copies of all correspondence between Investors ESSA or any of their representatives and the SEC. Investors ESSA shall give ABNJ First Star and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give ABNJ First Star and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Investors ESSA and ABNJ First Star agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of ABNJ First Star Common Stock entitled to vote at the ABNJ First Star Shareholders Meeting hereof at the earliest practicable time. 8.2.3. ABNJ First Star and Investors ESSA shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, ABNJ First Star shall cooperate with Investors ESSA in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Investors ESSA shall file an amended Merger Registration Statement with the SEC, and ABNJ First Star shall mail an amended Proxy Statement-Prospectus to the ABNJ First Star shareholders. If requested by ESSA, First Star shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding First Star, in form and substance that is customary in transactions such as the Merger.