Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (a) Since January 1, 2016, CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC SEC Reports”). Each of the CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC SEC Reports.

Securities Laws Matters. (a) Since January 1, 2016, CFC Buyer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “CFC Buyer SEC Reports”). Each of the CFC Buyer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Buyer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Buyer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Buyer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Buyer SEC Reports.

Securities Laws Matters. (a) Since January 1, 20162012, CFC Chemical has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “CFC Chemical SEC Reports”). Each of the CFC Chemical SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Chemical SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Chemical SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Chemical Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Chemical SEC Reports.

Securities Laws Matters. (a) Since January 1the date of becoming a reporting company with the SEC, 2016, CFC Talmer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “CFC Talmer SEC Reports”). Each of the CFC Talmer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those CFC Talmer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Talmer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Talmer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Talmer SEC Reports.

Securities Laws Matters. (a) 4.34.1 Since January 1, 2016, CFC ChoiceOne has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC "ChoiceOne SEC Reports”"). Each of the CFC ChoiceOne SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC ChoiceOne SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC ChoiceOne SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC ChoiceOne Subsidiaries are or ever have has been required to file periodic reports with the SEC. 45 As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC ChoiceOne SEC Reports.

Securities Laws Matters. (a) 3.33.1 Since January 1, 20162010, CFC Firstbank has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “CFC Firstbank SEC Reports”). Each of the CFC Firstbank SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those CFC Firstbank SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the CFC Firstbank SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the CFC Firstbank Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CFC Firstbank SEC Reports.