Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. As promptly as reasonably practicable after the execution of the Agreement and after the furnishing by the Company and the Company Bank of all information relating to them required to be contained therein, the Buyer shall file with the SEC the Registration Statement on Form S-4 (or on such other form as shall be appropriate), which shall contain the Joint Proxy Statement. The Buyer and the Company shall each use their reasonable best efforts to cause the Joint Proxy Statement to comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. The Buyer and the Company shall each use all reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. Subject to Section 6.1(c), the Joint Proxy Statement shall include the recommendation of the boards of directors of the Company and the Buyer in favor of the Merger. Each of the Company and the Buyer shall cause the definitive Joint Proxy Statement to be mailed to its respective shareholders as soon as practicable following the date on which the Joint Proxy Statement is cleared by the SEC and the Registration Statement is declared effective; provided, however, that all mailings to either party's shareholders in connection with the Merger, including without limitation the Joint Proxy Statement, shall be subject to the prior review, comment and written approval of the other party, which such other party shall not withhold or delay unreasonably.