Fairness Hearing; Proxy Statement/Offering Circular; Securities Act Compliance Clause Samples

Fairness Hearing; Proxy Statement/Offering Circular; Securities Act Compliance. (a) The CCF Common Stock shall be issued in reliance upon the exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 3(a)(10) thereof, assuming approval of the terms and conditions of the Transaction pursuant to the Fairness Hearing and the issuance of the Fairness Order. (b) The Parties shall prepare and cause to be filed with the Secretary of State of Georgia (the “Securities Commissioner”) an application under Section 10-5-11(9) of the Georgia Uniform Securities Act of 2008, and shall request a hearing on the fairness of the terms and conditions of the Transaction and the issuance of an order of approval (the “Fairness Order”) stating that the Securities Commissioner approves the fairness of the terms and conditions of the issuance and delivery of CCF Common Stock in exchange for HBI Common Stock and Providence Common Stock in the Transaction. The Parties shall use their reasonable best efforts to cause the Securities Commissioner to issue a Fairness Order approving the terms and conditions of the Merger at a hearing (the “Fairness Hearing”), including, but not limited to, mailing a timely notice of hearing to the holders of HBI Common Stock and Providence Common Stock providing them with the opportunity to attend and participate in the hearing; provided, however, that the Parties shall not be required to materially and adversely modify any of the terms of this Agreement or the Transaction in order to cause the Securities Commissioner to approve the fairness of such terms and conditions. (c) In the event that either (i) the Parties elect not to request the Fairness Hearing, (ii) the Fairness Hearing is not available to the Parties, (iii) the Fairness Hearing is available to the Parties but the Securities Commissioner does not issue the Fairness Order, or (iv) the exemption from registration under Section 3(a)(10) of the Securities Act is otherwise not available in connection with the Transaction, then the Parties shall promptly prepare a Registration Statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by CCF with the SEC in connection with the issuance of CCF Common Stock in the Transaction (including the Proxy Statement and other proxy solicitation materials of the Parties constituting a part thereof and all related documents). Each Party shall prepare and furnish such information relating to such Party and its directors, officers, and shareholders as may be reasonab...