Common use of SEC Registration Clause in Contracts

SEC Registration. Acquiror shall file with the SEC as promptly as practicable, but in no event later than 45 calendar days after the execution of this Agreement, a Registration Statement on an appropriate form under the Securities Act covering Acquiror Common Stock to be issued pursuant to this Agreement and shall use its best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such Registration Statement and any amendments and supplements thereto are referred to herein as the "Registration Statement." The Registration Statement shall include a Proxy Statement-Prospectus thereto reasonably acceptable to Acquiror and Heritage (the "Proxy Statement-Prospectus"), prepared by Acquiror and Heritage for use in connection with the Special Meeting, all in accordance with the rules and regulations of the SEC. Acquiror shall, as promptly as practicable, but in no event later than 45 calendar days after the execution of this Agreement, make all filings required to obtain all Blue Sky permits, authorizations, consents or approvals required for the issuance of Acquiror Common Stock. In advance of filing any of the documents required to be filed pursuant to this Section, Acquiror shall provide Heritage and its counsel with a copy of such documents and provide Heritage and its counsel a reasonable opportunity to comment thereon, and thereafter shall promptly advise, and provide copies to, Heritage and its counsel of any material communication received by Acquiror or its counsel from any Regulatory Authorities with respect to any of such documents.

SEC Registration. Acquiror By no later than sixty (60) days after the Agreement Date, Centrue Financial shall prepare and file with the SEC as promptly as practicable, but in no event later than 45 calendar days after a registration statement under the execution of this Agreement, a Registration Statement Securities Act on an appropriate form under reasonably acceptable to ICB covering the Securities Act covering Acquiror shares of Centrue Financial Common Stock to be issued pursuant to this Agreement and shall use its best efforts Best Efforts to cause the same to become effective effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such Registration Statement same (such registration statement, and any amendments and supplements thereto are thereto, is referred to herein as the "“Registration Statement." ”). The Registration Statement shall include a the Proxy Statement-Prospectus thereto reasonably acceptable to Acquiror and Heritage (the "Proxy Statement-Prospectus"), prepared by Acquiror and Heritage Statement for use in connection with the Special Meetingmeeting of the ICB Shareholders referred to in Section 6.12, all in accordance with the rules and regulations of the SEC. Acquiror Centrue Financial shall, as promptly soon as practicable, but in no event later than 45 calendar days practicable after the execution of this Agreement, make all filings required to obtain all Blue Sky permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of Acquiror the shares of Centrue Financial Common StockStock to ICB Shareholders. In advance of any filing any of the documents required to be filed pursuant to made under this Section, Acquiror Centrue Financial and ICB and their respective counsel shall provide Heritage and its counsel be provided with a copy of such documents and provide Heritage and its counsel a reasonable the opportunity to comment thereon, and thereafter shall Centrue Financial and ICB each agree promptly advise, to advise each other and provide copies to, Heritage and its each other’s counsel of any material communication received by Acquiror it or its counsel from the SEC or any other Regulatory Authorities with respect to any such filings. Preparation and filing of such documentsthe Registration Statement shall be at the sole cost and expense of Centrue Financial, except that ICB shall be solely responsible for the costs and expenses, including fees of ICB’s accountants and legal counsel, related to the preparation and review of ICB financial statements and ICB information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to ICB Shareholders.

SEC Registration. Acquiror By no later than sixty (60) days after the Agreement Date, Heartland shall prepare and file with the SEC as promptly as practicable, but in no event later than 45 calendar days after the execution of this Agreement, a Registration Statement registration statement on an appropriate form reasonably acceptable to RMB under the Securities Act covering Acquiror the shares of Heartland Common Stock to be issued pursuant to this Agreement and shall use its best all reasonable efforts to cause the same to become effective and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such Registration Statement same (such registration statement, and any amendments and supplements thereto are thereto, is referred to herein as the "Registration Statement." "). The Registration Statement shall include a the Proxy Statement-Prospectus thereto reasonably acceptable to Acquiror and Heritage (the "Proxy Statement-Prospectus"), prepared by Acquiror and Heritage Statement for use in connection with the Special Meetingmeeting of the shareholders of RMB referred to in Section 6.11, all in accordance with the rules and regulations of the SEC. Acquiror Heartland shall, as promptly soon as practicable, but in no event later than 45 calendar days practicable after the execution of this Agreement, make all filings required to obtain all Blue Sky permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of Acquiror the shares of Heartland Common StockStock to shareholders of RMB. In advance of any filing any of the documents required to be filed pursuant to made under this Section, Acquiror Heartland and RMB and their respective counsel shall provide Heritage and its counsel be provided with a copy of such documents and provide Heritage and its counsel a reasonable the opportunity to comment thereon, and thereafter shall Heartland and RMB each agree promptly advise, to advise each other and provide copies to, Heritage and its each other's counsel of any material communication received by Acquiror it or its counsel from the SEC or any other Regulatory Authorities with respect to any such filings. Preparation and filing of such documentsthe Registration Statement and Proxy Statement- Prospectus shall be at the sole cost and expense of Heartland, except that RMB shall be solely responsible for the costs and expenses, including fees of RMB's accountants and legal counsel, related to preparation and review of RMB financial statements and RMB information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to RMB shareholders.