Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Pentegra and Shareholders Dentist shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) Purchaser, Company on the one hand, and Shareholders shall the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or all necessary documentation, to effect all necessary applications, notices, petitions, filings and other appropriate Form) documents, and to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws permits, consents, orders, approvals and authorizations of, or "Blue Sky" permits any exemption by, all third parties and approvals required Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to carry out consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will use its reasonable best efforts to promptly obtain or submit, and the Company and Shareholders shall furnish all information concerning Company and Shareholders will cooperate as may reasonably be reasonable requested by Purchaser to help Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, all notices to and, to the extent required by applicable law or regulation, consents, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. Purchaser and the Company will have the right to review in connection advance, and to the extent practicable each will consult with any such action. Company and Shareholder represent and warrant that none the other, in each case subject to applicable laws relating to the exchange of information, all the information or documents supplied or relating to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra party, and any of their respective Affiliates, which appears in connection with the preparation of the Registration Statement and each amendment or supplement theretoany filing made with, or written materials submitted to, any other statement, filing, notice or application made by or on behalf of each such third party or any of its subsidiaries to any governmental entity Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the Other Agreements foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.1(a). To the extent permitted by applicable law, Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, with copies of written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Company and Shareholders shall cooperate to promptly prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Exchange Commission ("SEC") Act as promptly as reasonably practicable after such filing and to keep the Registration Form S-4 effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with its Initial Public Offering (including the prospectus constituting a part thereofissuance and reservation of Common Units in the Merger, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning the Company and Shareholders the holders of Company Common Stock as may be reasonable reasonably requested in connection with any such action. Company and Shareholder represent and warrant that none of the information No filing of, or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement theretoto, if anythe Form S-4 or the Proxy Statement will be made by Parent or the Company, becomes as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective under or any supplement or amendment has been filed, the Securities Act issuance of 1933any stop order, contain the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any untrue statement jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company , the party that discovers such information shall promptly notify the other parties hereto and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each an appropriate amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each describing such party or any of its subsidiaries to any governmental entity in connection information shall be promptly filed with the transactions contemplated SEC and, to the extent required by law, disseminated to the Other Agreements or this Agreementstockholders of the Company.

Filings; Other Actions. Pentegra(a) If the Company Stockholder Approval is required under the DGCL, as promptly as reasonably practicable following the consummation or expiration of the Offer, the Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Registration Statement on Form S-1 (or other appropriate Form) Proxy Statement, which shall, subject to be filed Section 5.3, include the Recommendation and shall use its reasonable best efforts to respond to any comments by Pentegra the SEC staff in connection with its Initial Public Offering (including respect of the prospectus constituting a part thereofProxy Statement. Parent and Merger Sub shall, the "Registration Statement"). Pentegra and Parent shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required cause Merger Sub to, provide to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all such information concerning as the Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically reasonably request for inclusion in the Registration Proxy Statement, . The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by exhibit the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or otherwise, will, at written comments from the time SEC relating to the Registration Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement and (including each amendment or supplement thereto). The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If at any time prior to the Effective Time, if any, becomes effective under any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Securities Act of 1933, contain Proxy Statement so that the Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Company and Shareholders , the party which discovers such information shall be entitled to review promptly notify the Registration Statement and each amendment theretoother parties hereto and, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselvesextent required by applicable Law, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each an appropriate amendment or supplement thereto, or any other statement, filing, notice or application made describing such information shall be promptly filed by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection the Company with the transactions contemplated SEC and disseminated by the Other Agreements or this AgreementCompany to the stockholders of the Company.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable after the date hereof (and no later than 30 days after the date hereof), the Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Registration Proxy Statement, which shall, subject to Section 5.4, include the Company Recommendation, and shall use reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement on Form S-1 (or other appropriate Form) as promptly as reasonably practicable after the receipt thereof, and shall cause the definitive Proxy Statement to be filed mailed to the Company’s stockholders as promptly as practicable following the time the Proxy Statement is cleared by Pentegra the SEC for mailing to the Company’s stockholders (and in any event within ten Business Days of such time). Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with its Initial Public Offering (including a transaction of the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or its staff or as the Company may reasonably request. No filing of, or amendment or supplement to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the Company shall give reasonable consideration to any comments made by Parent and Shareholders shall furnish all its Representatives. If at any time prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof) any information concerning relating to the Company and Shareholders as may or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be reasonable requested set forth in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each an amendment or supplement theretoto the Proxy Statement, if any, becomes effective under so that the Securities Act of 1933, contain Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company , the party that discovers such information will promptly notify the other party hereto and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each an appropriate amendment or supplement theretodescribing such information will be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company will notify Parent promptly of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC and of any other statementrequest by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, filing, notice or application made by or on behalf and the Company will supply Parent with copies of each such party all written correspondence between it or any of its subsidiaries Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to any governmental entity in connection with the Proxy Statement or the transactions contemplated by hereby. The Company shall provide Parent and its Representatives a reasonable opportunity to participate in the Other Agreements or this AgreementCompany’s response to those comments and to provide comments on that response (to which reasonable consideration shall be given).

Filings; Other Actions. Pentegra, (a) The Company and Shareholders Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to promptly prepare and file with the Securities Exchange Commission ("SEC"use) the Registration Statement on Form S-1 (their respective reasonable best efforts to take or other appropriate Form) cause to be filed by Pentegra in connection with taken all actions, and do or cause to be done all things, necessary, proper or advisable on its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by under this Agreement and applicable Laws to consummate and make effective the Merger and the other Contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger or any of the other Contemplated Transactions; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent or Merger Sub (i) to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Parent, the Company and Shareholders shall furnish all information concerning or any of their respective Affiliates (or to consent to any sale, or agreement to sell, by any Acquired Company and Shareholders as may be reasonable requested of any of its assets or businesses), (ii) to agree to any material changes or restriction in connection with the operations of any such action. Company and Shareholder represent and warrant that none assets or businesses, or (iii) to contest any Legal Proceeding relating to the Merger or any of the information or documents supplied or other Contemplated Transactions. Subject to be supplied by it specifically for inclusion in applicable Laws relating to the Registration Statementsharing of information, by exhibit or otherwise, will, at Parent and the time Company shall have the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled right to review the Registration Statement in advance, and each amendment thereto, if any, prior to the time extent practicable each becomes effective under will consult the Securities Act other on, all the information relating to Parent or the Company, as the case may be, and any of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselvestheir respective Subsidiaries, their subsidiariesthat appear in any filing made with, if anyor written materials submitted to, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra any third party and/or any Governmental Entity in connection with the preparation Merger and the other Contemplated Transactions (including the Proxy Statement). In exercising the foregoing right, each of the Registration Statement Company and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this AgreementParent shall act reasonably and as promptly as practicable.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material mateial fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Pentegra and Shareholders Dentist shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable reasonably requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable reasonably requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable following the date of this Agreement, the Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Registration Statement on preliminary Proxy Statement, Parent shall, and shall cause the Trust to, prepare and file with the SEC the Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement S-4 and the Company and Shareholders Parent shall furnish all information concerning jointly prepare and file the Schedule 13E-3 with the SEC, and the Company and Shareholders as may be reasonable requested in connection Parent shall cooperate with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration foregoing. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement and each the Schedule 13E-3, including by providing the Company with any information regarding Parent or Merger Sub that is reasonably required to be included in the Proxy Statement or the Schedule 13E-3. The Company shall reasonably cooperate with Parent and the Trust in the preparation of the Form S-4, including by providing Parent and the Trust with any information regarding the Company or its properties or assets that is reasonably requested by Parent and required to be included in the Form S-4. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff, to clear the preliminary Proxy Statement and the Schedule 13E-3 with the SEC as promptly as practicable after filing and to cause the Proxy Statement and Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC (or as otherwise directed by Parent with respect to coordinating with the mailing of the Form S-4). Parent and the Trust shall use their reasonable best efforts to respond to any comments of the SEC or its staff, to have the Form S-4 declared effective by the SEC as promptly as practicable after filing, and to cause the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable after it is declared effective. Each of the Company and Parent will advise the other party, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, the Schedule 13E-3 or the Form S-4, as applicable, or comments thereon or responses thereto or requests by the SEC or its staff for additional information. The Company will promptly provide Parent with copies of all correspondence between the Company (or its Representatives) and the SEC (or its staff) regarding the Proxy Statement, the Schedule 13E-3 or the Merger. No filing of, or amendment or supplement theretoto, or any other statementcorrespondence to the SEC or its staff with respect to, filing, notice the Proxy Statement or application the Schedule 13E-3 will be made by the Company, without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon (and the Company shall give reasonable consideration to all reasonable comments suggested by Parent, Merger Sub or on behalf of each their counsel). If at any time prior to the Company Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, the Company shall as promptly as reasonably practicable prepare and mail to its stockholders such party an amendment or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreementsupplement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders Partners shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders Partners shall furnish all information concerning Company Contributor and Shareholders Partners as may be reasonable requested in connection with any such action. Company Contributor and Shareholder Partner represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders Partners shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders Partners shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, (a) Each of the Investors and the Company will cooperate and Shareholders shall cooperate consult with the others and use best efforts to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or all necessary documentation, to effect all necessary applications, notices, petitions, filings and other appropriate Form) documents, and to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws permits, consents, orders, approvals, clearances and authorizations of, or "Blue Sky" permits any exemption by, all Governmental Entities (and approvals required in the case of the Company, also third parties) necessary or advisable to carry out consummate the transactions contemplated by this Agreement Agreement. In particular, each of the Investors and the Company will use their best efforts to obtain, and Shareholders shall furnish will use their best efforts to help the others obtain, as promptly as practicable, all information concerning Company approvals, authorizations, consents, clearances, expirations or terminations of waiting periods or exemptions required from all necessary Governmental Entities for the transactions contemplated by the Transaction Documents, including, but not limited to, filings and Shareholders as may be reasonable requested in connection notifications with respect to, and expiration or termination of any such action. Company applicable waiting period, under the HSR Act and Shareholder represent any other applicable competition or merger control laws, and warrant that none all notices to, filings and registrations with, and approvals, authorizations, consents, clearances or exemptions from, all Governmental Entities referred to on Section 3.3(b) of the information Company Disclosure Schedule. Notwithstanding the foregoing, (i) neither Gxxxxxx, Sachs & Co. nor any of its Affiliates shall be required to use efforts to seek or documents supplied obtain Regulatory Approvals and (ii) the Company shall not be required to seek Regulatory Approvals from those States that require Regulatory Approvals for a Person to hold 25% or more of the then outstanding securities of the Company (but for the avoidance of doubt, shall be required to seek Regulatory Approvals from those states that require Regulatory Approvals for a Person to hold less than 25% of the outstanding securities of the Company) if any Temporary Securities Unit (other than as a whole) shall have been transferred so that all components of such Temporary Security Unit cease to be supplied beneficially owned by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement same Person (and each amendment or supplement thereto, Investor agrees to notify the Company if any, becomes effective under the Securities Act of 1933, contain it transfers any untrue statement components of a material fact Temporary Securities Unit in any manner that results in any component of a Temporary Securities Unit being beneficially owned in such manner), or omit if any Investor is in violation of its obligations under Section 1.3(b) hereof. Each of the Investors and the Company will have the right to state any material fact required review in advance, and to be stated therein or necessary to make the statements thereinextent practicable each will consult with the others, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled each case subject to review the Registration Statement and each amendment thereto, if any, prior applicable Laws relating to the time each becomes effective under exchange of information, with respect to all the Securities Act information relating to the other parties, and any of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their respective subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra which appears in connection with the preparation of the Registration Statement and each amendment or supplement theretoany filing made with, or written materials submitted to, any other statement, filing, notice or application made by or on behalf of each such third party or any of its subsidiaries to any governmental entity Governmental Entity in connection with the transactions contemplated by this Agreement (including any proxy materials in connection with the Other Agreements Shareholder Approval). In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other parties apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investors and the Company shall promptly furnish each other with copies of written communications received by them or their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement or by the other Transaction Documents, other than any communications received by an Investor from, or delivered by an Investor to, the Internal Revenue Service (the “IRS”) (and other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity and other than in respect of routine audits or ordinary course communications which could not reasonably be expected to be material to the Company). Each party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. Notwithstanding anything to the contrary in this Agreement, neither any Investor nor its Affiliates shall be obligated to make (or offer to make) any divestiture of, or otherwise limit (or offer to limit) Investor’s or its Affiliates’ freedom of action with respect to, Investor’s or its Affiliates’ assets or businesses presently owned or hereafter acquired.

Filings; Other Actions. Pentegra, Company Contributors and Shareholders Shareholder shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributors and Shareholders Shareholder shall furnish all information concerning Company Contributors and Shareholders Shareholder as may be reasonable requested in connection with any such action. Company Contributors and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributors and Shareholders Shareholder shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributors and Shareholders Shareholder shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra(a) As promptly as reasonably practicable following the date of this Agreement, the Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") SEC the Registration preliminary Proxy Statement. The Company shall not file the Proxy Statement on Form S-1 (or other appropriate Formany amendments or supplements thereto) with the SEC without first providing Parent and its counsel a reasonable opportunity to be filed review and comment thereon, and the Company shall give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by Pentegra Parent and its counsel. Parent shall cooperate with the Company in the preparation of the Proxy Statement and shall furnish all information concerning Parent, Teton Merger Sub and the Parent Restructuring Entities (and their respective Affiliates, including for this purpose the Investors and their respective Affiliates) that is required in connection with the preparation of the Proxy Statement. The Company shall respond promptly to any comments from the SEC or the staff of the SEC. The Company shall notify Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company and any of its Initial Public Offering (including Representatives, on the prospectus constituting a part thereofone hand, and the "Registration Statement"). Pentegra shall obtain all necessary state securities laws SEC or "Blue Sky" permits and approvals required the staff of the SEC, on the other hand, with respect to carry out the Proxy Statement or the transactions contemplated by this Agreement and Agreement. The Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Exchange Act. If at any time prior to the Company and Shareholders shall furnish all Stockholders’ Meeting (or any adjournment or postponement thereof) any information concerning relating to Parent (or any other Parent Restructuring Entities) or the Company, or any of their respective Affiliates, officers or directors, or the Investors, is discovered by Parent or the Company and Shareholders as may that should be reasonable requested set forth in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each an amendment or supplement theretoto the Proxy Statement, if any, becomes effective under so that the Securities Act of 1933, contain any untrue statement Proxy Statement would not include a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company , the party that discovers such information shall promptly notify the other parties hereto and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each an appropriate amendment or supplement thereto, or any other statement, filing, notice or application made describing such information shall be promptly filed by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection the Company with the transactions contemplated SEC and, to the extent required by applicable Law, disseminated to the Other Agreements stockholders of the Company. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or this Agreementthe staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”) (but in any event within five (5) Business Days thereafter).

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement")) and Pentegra shall use its best efforts to obtain an effective date for the Registration Statement. Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders shall furnish all information concerning Company and Signatory Shareholders as may be reasonable requested in connection with any such action. Company and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company Contributor and Shareholders shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Pentegegra, Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company and Shareholders Pentegra shall cooperate to promptly prepare and file with the Securities Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company and Shareholders Dentist shall furnish all information concerning Company and Shareholders Dentist as may be reasonable requested in connection with any such action. Company Dentist represents and Shareholder represent and warrant warrants that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company and Shareholders Dentist shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company and Shareholders Dentist shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders itself and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.

Filings; Other Actions. Pentegra, Company at its sole cost and Shareholders expense, shall cooperate to promptly prepare and file with the Securities and Exchange Commission ("SEC") the Registration Statement on Form S-1 (or other appropriate Form) to be filed by Pentegra in connection with its Initial Public Offering (including the prospectus constituting a part thereof, the "Registration Statement"). Pentegra Pentegra, at its sole cost and expense, shall obtain all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Company Contributor and Shareholders shall furnish all information concerning Company Contributor and Shareholders as may be reasonable requested in connection with any such action. Company Contributor and Shareholder represent and warrant that none of the information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statement, by exhibit or otherwise, will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act of 1933, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company Contributor and Shareholders shall be entitled to review the Registration Statement and each amendment thereto, if any, prior to the time each becomes effective under the Securities Act of 1933. Company Contributor and Shareholders shall furnish Pentegra will all information concerning themselves, their subsidiaries, if any, directors, officers and stockholders and such other matters as may be reasonable requested by Pentegra in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the transactions contemplated by the Other Agreements or this Agreement.