Common use of Effectiveness of the Registration Statement Clause in Contracts

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of the Company or Seller, threatened by the SEC. The Company shall have received all other federal or state securities permits and other authorizations necessary to issue Company Common Stock in exchange for Seller Common Stock and to consummate the Mergers.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge Knowledge of the Company or the Seller, threatened by the SEC. The Company shall have received all other federal Federal or state securities permits and other authorizations necessary to issue Company Common Stock in exchange for Seller Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of the Company NBT or SellerBSB, threatened by the SEC. The Company NBT shall have received all other federal or state securities permits and other authorizations necessary to issue Company NBT Common Stock in exchange for Seller BSB Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of Associated or the Company or SellerCompany, threatened by the SEC. The Company Associated shall have received all other federal or state securities permits and other authorizations necessary to pay Cash Consideration and issue Company Associated Common Stock in exchange for Seller the Company Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of the Company or Seller, threatened by the SEC. The Company shall have received all other federal Federal or state securities permits and other authorizations necessary to issue Company Common Stock in exchange for Seller Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, shall have been initiated or, to the knowledge of Acquiror or the Company or SellerCompany, threatened by the SEC. The Company Acquiror shall have received all other federal or state securities permits and other authorizations necessary to issue Company Acquiror Common Stock in exchange for Seller Company Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of M&I or the Company or SellerCompany, threatened by the SEC. The Company M&I shall have received all other federal Federal or state securities permits and other authorizations necessary to issue Company M&I Common Stock in exchange for Seller the Company Common Stock and to consummate the Mergers.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of the Company Associated or SellerFFC, threatened by the SEC. The Company Associated shall have received all other federal or state securities permits and other authorizations necessary to issue Company Associated Common Stock in exchange for Seller FFC Common Stock and to consummate the Mergers.Merger. 52 48

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of the Company Associated or SellerFFC, threatened by the SEC. The Company Associated shall have received all other federal or state securities permits and other authorizations necessary to issue Company Associated Common Stock in exchange for Seller FFC Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge Knowledge of the Company or the Seller, threatened by the SEC. The Company shall have received all other federal Federal or state securities permits and other authorizations necessary to issue Company Common Stock in exchange for Seller Common Stock and to consummate the MergersAcquisition Merger.

Effectiveness of the Registration Statement. The Registration ------------------------------------------- Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, shall have been initiated or, to the knowledge of Acquiror or the Company or SellerCompany, threatened by the SECSEC and not concluded or withdrawn. The Company Acquiror shall have received all other federal or state securities permits and other authorizations necessary to issue Company Acquiror Common Stock in exchange for Seller Company Common Stock and upon exercise of Acquiror Stock Options and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration ------------------------------------------- Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, shall have been initiated or, to the knowledge Knowledge of Acquiror or the Company or SellerCompany, threatened by the SEC. The Company Acquiror shall have received all other federal or state securities permits and other authorizations necessary to issue Company Common Stock Acquiror Shares in exchange for Seller Company Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of Parent or the Company or SellerCompany, threatened by the SEC. The Company Parent shall have received all other federal or state securities permits and other authorizations necessary to issue Company Parent Common Stock in exchange for Seller the Company Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, have been initiated or, to the knowledge of Merchants or the Company or SellerCompany, threatened by the SEC. The Company Merchants shall have received all other federal or state securities permits and other authorizations necessary to issue Company Merchants Common Stock in exchange for Seller the Company Common Stock and to consummate the MergersMerger.

Effectiveness of the Registration Statement. The Registration ------------------------------------------- Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall, on or prior to the Effective Time, shall have been initiated or, to the knowledge of Acquiror or the Company or SellerCompany, threatened by the SEC. The Company Acquiror shall have received all other federal or state securities permits and other authorizations necessary to issue Company Acquiror Common Stock in exchange for Seller Company Common Stock and to consummate the MergersMerger.