Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate to prepare and Parent shall cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate prepare and cause to prepare be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectusstaff; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (viv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's ’s stockholders, and the Company shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's ’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Parent Peoples and NB&T Financial shall promptly cause the Company shall cooperate Registration Statement to prepare be prepared and Parent Peoples shall cause the Registration Statement to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectusSEC. Each of Parent Peoples and the Company NB&T Financial shall use their commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) best efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act SEC as promptly soon as practicable after it the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC; , and (v) prior to keep the Form S-4 Effective Time, any event relating to NB&T Financial or Peoples is discovered by NB&T Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC SEC. Upon the Joint Proxy Statement/Prospectuseffectiveness of such amendment, Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, each of NB&T Financial and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed Peoples (if prior to the Company's stockholders, in each case meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable after to permit an appropriate amendment or supplement to be transmitted to the Form S-4 Registration Statement is declared effective under shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Securities Act. Each of Parent transactions contemplated by this Agreement, and the Company NB&T Financial shall promptly furnish the other party all information concerning such party, its Subsidiaries NB&T Financial and stockholders that the holders of NB&T Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) NB&T Financial and Peoples shall promptly inform each furnish the other party thereof; (ii) shall provide the with all information concerning each other party (and its counsel) with a reasonable opportunity to review directors, officers and comment on any amendment shareholders and such other matters as may be reasonably necessary or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed advisable in connection with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentRegistration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate prepare and cause to prepare be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in each case, in preliminary form. Each of Parent and the Company parties shall use commercially reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide including providing the other party (and its counsel) with Party a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SECresponse); (iviii) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (viv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the First Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's ’s stockholders, and the Company shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's ’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company Parties shall promptly furnish the other party Parties all information concerning such partyParty, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent or without providing the Company with a reasonable opportunity to review and comment thereon. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such partyParty: (i) shall promptly inform the other party Party thereof; (ii) shall provide the other party Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party Party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company Parties shall cooperate to prepare and Parent cause to be filed with the SEC the Joint Proxy Statement/ Prospectus and CancerVax shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Statement/ Prospectus will be included as a prospectus. Each of Parent and the Company Parties shall use commercially reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Statement/ Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) , to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation . Each of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent Parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Statement/ Prospectus to be mailed to Parent's stockholders, ’s and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case CancerVax’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company Party shall promptly furnish to the other party Party all information concerning such party, its Subsidiaries Party and such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent any event relating to any of the Micromet Parties occurs, or the Company if Micromet becomes aware of any information information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Statement/ Prospectus, then such party: (i) Micromet shall promptly inform the other party thereof; (ii) CancerVax thereof and shall provide the other party (and its counsel) cooperate with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of CancerVax in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company Parties shall cooperate to prepare and Parent cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Axonyx shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company Parties shall use commercially reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) , to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation . Each of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent Parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, TorreyPines’ and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case Axonyx’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company Party shall promptly furnish to the other party Party all information concerning such party, its Subsidiaries Party and such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent any event relating to TorreyPines occurs, or the Company if TorreyPines becomes aware of any information information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) TorreyPines shall promptly inform the other party thereof; (ii) Axonyx thereof and shall provide the other party (and its counsel) cooperate with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of Axonyx in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentTorreyPines.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Parent Peoples and Premier Financial shall promptly cause the Company shall cooperate Registration Statement to prepare be prepared, and Parent Peoples shall cause the Registration Statement to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectusSEC. Each of Parent Peoples and the Company Premier Financial shall use their Table of Contents commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) best efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act SEC as promptly soon as practicable after it the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC; , and (v) prior to keep the Form S-4 Effective Time, any event relating to Premier Financial or Peoples is discovered by Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC SEC. Upon the Joint Proxy Statement/Prospectuseffectiveness of such amendment, Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, each of Premier Financial and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed Peoples (if prior to the Company's stockholders, in each case meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable after to permit an appropriate amendment or supplement to be transmitted to the Form S-4 Registration Statement is declared effective under shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Securities Act. Each of Parent transactions contemplated by this Agreement, and the Company Premier Financial shall promptly furnish the other party all information concerning such party, its Subsidiaries Premier Financial and stockholders that the holders of Premier Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) Premier Financial and Peoples shall promptly inform each furnish the other party thereof; (ii) shall provide the with all information concerning each other party (and its counsel) with a reasonable opportunity to review directors, officers and comment on any amendment shareholders and such other matters as may be reasonably necessary or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed advisable in connection with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentRegistration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent Parent, TriQuint and RFMD shall prepare and cause to be filed with the Company shall cooperate to prepare SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company parties shall use commercially reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectusstaff; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (viv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent TriQuint shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's TriQuint’s stockholders, and the Company RFMD shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholdersRFMD’s shareholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company parties shall promptly furnish the other party parties all information concerning such party, its Subsidiaries and shareholders or stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.connection

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate to prepare and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("OTHER FILINGS"). Each of Parent and the Company will be included as a prospectusnotify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use commercially all reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and (including the Joint Proxy Statement/Prospectus Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SEC; (ii) , to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect and to have the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent shall will use commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, stockholders and the Company shall will use commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the The Company shall promptly furnish the other party to Parent all information concerning such party, its Subsidiaries the Company and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.16.1. If either Parent any event relating to the Company occurs, or if the Company becomes aware of any information information, that should be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) the Company shall promptly inform the other party thereof; (ii) Parent thereof and shall provide the other party (and its counsel) cooperate with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of Parent in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or and the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Parent Peoples and Premier Financial shall promptly cause the Company shall cooperate Registration Statement to prepare be prepared, and Parent Peoples shall cause the Registration Statement to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectusSEC. Each of Parent Peoples and the Company Premier Financial shall use their commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) best efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act SEC as promptly soon as practicable after it the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC; , and (v) prior to keep the Form S-4 Effective Time, any event relating to Premier Financial or Peoples is discovered by Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC SEC. Upon the Joint Proxy Statement/Prospectuseffectiveness of such amendment, Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, each of Premier Financial and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed Peoples (if prior to the Company's stockholders, in each case meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable after to permit an appropriate amendment or supplement to be transmitted to the Form S-4 Registration Statement is declared effective under shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Securities Act. Each of Parent transactions contemplated by this Agreement, and the Company Premier Financial shall promptly furnish the other party all information concerning such party, its Subsidiaries Premier Financial and stockholders that the holders of Premier Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) Premier Financial and Peoples shall promptly inform each furnish the other party thereof; (ii) shall provide the with all information concerning each other party (and its counsel) with a reasonable opportunity to review directors, officers and comment on any amendment shareholders and such other matters as may be reasonably necessary or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed advisable in connection with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentRegistration Statement.