Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities a proxy or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the Company may reasonably request in connection with and the preparation of the Proxy Statement. The Company shall give Sterling and its counsel the opportunity to review the Proxy Statement and each document to be incorporated by reference therein prior to mailing the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant to the applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the Proxy Statement will not, at the time it is supplied to the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its effective date, the Registration Statement complied as to form in all material respect with the applicable requirements of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities a proxy or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the Company may reasonably request in connection with and the preparation None of the Proxy Statement. The Company shall give Sterling and its counsel the opportunity to review the Proxy Statement and each document ------------------------------------------ information to be incorporated by reference therein prior to mailing the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant to the applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement shall not, at will (i) in the case of the Registration Statement, at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Shareholders' Meetingit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied misleading or to be supplied by Sterling for inclusion include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the Proxy Statement will notother Transaction Agreements or that discloses a liability, at the time it is supplied to condition or event that would constitute a Material Adverse Effect on the Company, contain any untrue statement which liability, condition or event is not otherwise disclosed in the representations and warranties of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under contained in this Agreement or in the Securities Act. As of its effective date, Company Disclosure Schedule or (ii) in the Registration Statement complied as to form in all material respect with the applicable requirements case of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Proxy Statement, at the time of delivery to Company stockholders and at the mailing of the Proxy Statement, the time of the Company Stockholders MeetingStockholder Meeting and at the Effective Time, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to the Effective Time, any event with respect to the Company, its officers or directors shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Proxy Statement will comply (excluding any matters relating to Parent and Sub, as to which the Company makes no representations) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. Gold shall, at Gold's expense (abut subject to the terms of Section 11.1 hereinafter) As promptly as soon as practicable after the execution of this Agreement, the Company shall (i) prepare and mail file a registration statement on Form S-4 to its shareholders and (ii) if required by applicable law file be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in the Merger (the "Registration Statement"). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate Regulatory Authorities a for inclusion in the Registration Statement or the proxy or information statement to be used in connection with the special stockholders' meetings of Company and to be called for the purpose of considering and voting on the Merger (the "Proxy Statement") relating ). Company, Gold and Sub shall each cause their counsel and auditors to cooperate with the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling other's counsel and its Subsidiaries as the Company may reasonably request auditors in connection with and the preparation and filing of the Registration Statement and the Proxy Statement. The Gold shall not include in the Registration Statement any information concerning Company or Bank to which Company shall give Sterling reasonably and its counsel timely object in writing. Gold, Sub and Company shall use their reasonable best efforts to have the opportunity to review Registration Statement declared effective under the Proxy Statement Securities Act as soon as may be practicable and each document to be incorporated by reference therein prior to mailing thereafter Company shall distribute the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant stockholders in accordance with applicable laws not fewer than 20 business days prior to the applicable fiduciary duties date on which this Agreement is to be submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Company Board (as determined in good faith by the Company Board based upon the advice of shall mail or otherwise furnish to its outside counsel), no amendment or supplement shareholders such amendments to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in or supplements to the Proxy Statement shall notas may, at (i) in the time reasonable opinion of Gold, Sub or Company, be necessary so that the Proxy Statement (Statement, as so amended or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Shareholders' Meetingsupplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the Proxy Statement will not, at the time it is supplied to the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its effective date, the Registration Statement complied as to form in all material respect with the applicable requirements of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Gold and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Gold Common Stock issued pursuant hereto for the purpose of resale of Gold Common Stock by any person. For a period of at least two years from the Effective Time, Gold shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. None of the information to be supplied by Acquirer or any of its accountants, counsel or other authorized representatives for inclusion in (a) As promptly as practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities a proxy Registration Statement or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the Company may reasonably request in connection with and the preparation of the Proxy Statement. The Company shall give Sterling and its counsel the opportunity to review the Proxy Statement and each document to be incorporated by reference therein prior to mailing the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant to the applicable fiduciary duties Joint Proxy Statement will, in the case of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Joint Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in the Proxy Statement shall notor any amendments thereof or supplements thereto, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Shareholders' Meetingmailing of the Joint Proxy Statement and any amendments or supplements thereto and at the time of the meeting of the shareholders of Acquirer to be held in connection with the Merger, or, in the case of the Registration Statement and any amendments thereto, at the time it is declared effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. (d) The , it being understood and agreed that no representation or warranty is made by Acquirer with respect to any information supplied by Targets or their its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Acquirer or any of its Subsidiaries, or any of their officers and directors, shall occur which is or should be supplied by Sterling for inclusion described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will notnot contain any statement which, at the time and in light of the circumstances under which it is supplied to the Companymade, contain any untrue statement of a material fact is false or omit to state misleading in any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its effective date, the Registration Statement complied as to form in all material respect with the applicable requirements of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not false or misleading. The Registration Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act.

Registration Statement and Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities a proxy or information statement (the "Proxy Statement") relating to the Company Shareholders' Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the Company may reasonably request in connection with and the preparation None of the Proxy Statement. The Company shall give Sterling and its counsel the opportunity to review the Proxy Statement and each document information to be incorporated by reference therein prior to mailing the Proxy Statement to its shareholders. (b) Unless otherwise required pursuant to the applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement shall not, at will (i) in the case of the Registration Statement, at the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (ii) the time of the Company Shareholders' Meetingit becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied misleading or to be supplied by Sterling for inclusion include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the Proxy Statement will notother Transaction Agreements or that discloses a liability, at the time it is supplied to condition or event that would constitute a Material Adverse Effect on the Company, contain any untrue statement which liability, condition or event is not otherwise disclosed in the representations and warranties of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under contained in this Agreement or in the Securities Act. As of its effective date, Company Disclosure Schedule or (ii) in the Registration Statement complied as to form in all material respect with the applicable requirements case of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Proxy Statement, at the time of delivery to Company stockholders and at the mailing of the Proxy Statement, the time of the Company Stockholders MeetingStockholder Meeting and at the Effective Time, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to the Effective Time, any event with respect to the Company, its officers or directors shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Proxy Statement will comply (excluding any matters relating to Parent and Sub, as to which the Company makes no representations) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. (a) As promptly as practicable Within forty five (45) days after the execution of this Agreement, the Company Sterling shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the appropriate Regulatory Authorities SEC a proxy or information statement Registration Statement on Form S-4 (the "Proxy “Registration Statement"”) under the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable documents, relating to the shares of Sterling Common Stock to be delivered to the holders of Company Shareholders' MeetingCommon Stock pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective. Sterling shall furnish all information concerning Sterling The Company and its Subsidiaries as counsel shall be given the Company may reasonably request opportunity to participate in connection with and the preparation of the Proxy Statement. The Company shall give Sterling and its counsel the opportunity to review the Proxy Registration Statement and each document shall have the right to approve the content of the Registration Statement with respect to the Company and the Company Shareholders’ Meeting. At the time the Registration Statement becomes effective, the Registration Statement will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be incorporated by reference stated therein prior or necessary to mailing make the Proxy Statement to its shareholdersstatements therein not false or misleading. (b) Unless otherwise required pursuant to the applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders shareholders of the Company and (ii) the time of the Company Shareholders' ’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the Proxy Statement will not, at the time it is supplied to the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The shares of Sterling Common Stock to be issued as the Merger Consideration will be issued under Sterling's effective shelf registration statement on Form S-4 (Registration No.333-46345) ("Registration Statement") under the Securities Act. Rule 145 under the Securities Act will be available to the Company Shareholders who receive these shares of Sterling Common Stock under Article III to sell these shares without further registration under the Securities Act. As of its effective date, the Registration Statement complied as to form in all material respect with the applicable requirements of the Securities Act. The prospectus (the "Prospectus"), included in the Registration Statement, at the time of delivery to Company stockholders and at the time of the Company Stockholders Meeting, has complied and will comply as to form in all material respects with the applicable requirements of the Securities Act. The Registration Statement and Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.