Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CFX and Milford shall cooperate in the preparation of the Proxy Statements to be mailed to the shareholders of Milford and CFX in connection with the Merger and the transactions contemplated thereby and, if required, to be filed by CFX as part of the Registration Statement. In the event the issuance of CFX Common Stock in connection with the Merger is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunder, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX will advise Milford, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the shares of CFX Common Stock to be issued in the Merger on the AMEX, subject to official notice of issuance, prior to the Effective Date.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CFX and Milford Portsmouth shall cooperate in the preparation of the Proxy Statements to be mailed to the shareholders of Milford Portsmouth and CFX in connection with the Merger and the transactions contemplated thereby Transactions and, if required, to be filed by CFX as part of the Registration Statement. In the event that the issuance of CFX Common Stock in connection with the Merger Share Exchange is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunderthereunder and shares received will not be considered "restricted securities" for purposes of Rule 144 under the Securities Act, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX will advise MilfordPortsmouth, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX Common Stock issuable in connection with the Merger Share Exchange for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Merger Share Exchange pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the shares of CFX Common Stock to be issued in the Merger Share Exchange on the AMEX, subject to official notice of issuance, prior to the Effective Date.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CFX CBSI shall prepare and Milford file the Registration Statement with the SEC, and First Liberty shall cooperate in the preparation of the Registration Statement, which shall include the Joint Proxy Statements Statement/Prospectus to be mailed to the shareholders of Milford First Liberty and CFX the stockholders of CBSI in connection with the Merger and the transactions contemplated thereby and, if required, to be filed by CFX as part obtaining their approval of the Registration Statementthis Agreement. In the event the issuance of CFX Common Stock in connection with the Merger is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunder, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX CBSI will advise MilfordFirst Liberty, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX CBSI Common Stock issuable in connection with the Merger for offering or sale in any 30 37 jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or 5% or greater shareholders, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CFX CBSI Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX CBSI shall apply for for, and shall use reasonable best efforts to obtain, approval to list the shares of CFX CBSI Common Stock to be issued in the Merger on the AMEXNYSE, subject to official notice of issuance, prior to the Effective DateTime.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CFX and Milford Community shall cooperate in the preparation of the Proxy Statements to be mailed to the shareholders of Milford Community and CFX in connection with the Merger and the transactions contemplated thereby Transactions and, if required, to be filed by CFX as part of the Registration Statement. In the event that the issuance of CFX Common Stock in connection with the Merger Share Exchange is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunderthereunder and shares received will not be considered "restricted securities" for purposes of Rule 144 under the Securities Act, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX will advise MilfordCommunity, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX Common Stock issuable in connection with the Merger Share Exchange for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX, after the Effective Date shall file a post- effective amendment to the Registration Statement or shall file a registration statement, as appropriate, either with respect to the sale of the shares of CFX Common Stock provided for in Article III of the Plan of Exchange to the holders of stock options issued by Community or for the resale of such shares by such optionees, as CFX and such optionees may agree. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Merger Share Exchange pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the shares of CFX Common Stock to be issued in the Merger Share Exchange on the AMEX, subject to official notice of issuance, prior to the Effective Date.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CFX ▇▇▇▇▇▇ Chartered and Milford Progressive shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statements Statement to be mailed to the shareholders of Milford ▇▇▇▇▇▇ Chartered and CFX Progressive in connection with the Merger and the transactions contemplated thereby and, if required, to be filed by CFX as part of the Registration StatementMerger. In the event the issuance of CFX Common Stock in connection with the Merger is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunder, no Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX ▇▇▇▇▇▇ Chartered will advise MilfordProgressive, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX Continuing Corporation Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC Commission for the amendment or supplement of the Registration Statement or for additional information. CFX The parties hereto shall exercise reasonable efforts in good faith to file or cause to be filed, on or before the Effective Date, a post-effective amendment to the Registration Statement either with respect to the sale of the shares of Continuing Corporation Common Stock provided for in paragraph 8 of Article V of the Plan of Merger to the holders of stock options issued by Progressive or for the resale of such shares by such optionees, and the Continuing Corporation shall continue to make applicable filings thereafter as may be necessary to permit the continued exercise of options and the sale of such shares. The Continuing Corporation shall take all actions necessary to register or qualify the shares of CFX Continuing Corporation Common Stock to be issued in the Merger and pursuant to such options pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply hereof for approval to list the shares of CFX Common Stock to be issued in the Merger on the AMEX, subject to official notice of issuance, prior to the Effective Dateso long as such options remain outstanding.