Information Furnished; Registration Statement. (a) To the best knowledge of NBC, no statement contained in any schedule, certificate or other document furnished or to be furnished in writing by or on behalf of NBC or any of its affiliates to FFBS pursuant to this Agreement (whether prior to or subsequent to the date of this Agreement) contains or will contain any untrue statement of a material fact or omit to state a 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. (b) None of the information provided by NBC or any NBC subsidiary for inclusion in the registration statement on Form S-4 to be filed with the SEC by NBC under the Securities Act of 1933, as amended ("Securities Act") relating to shares of NBC Common Stock to be issued in the Parent Merger, including the prospectus (the "Prospectus") relating to such issuance and the joint proxy statement and forms of proxy relating to the vote of NBC shareholders with respect to the Parent Merger (as amended, supplemented or modified, the "Proxy Statement") contained therein (such registration statement as amended, supplemented or modified, the "Registration Statement"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Appears in 4 contracts
Samples: Merger Agreement (FFBS Bancorp Inc), Merger Agreement (NBC Capital Corp), Merger Agreement (NBC Capital Corp)
Information Furnished; Registration Statement. (a) To the best knowledge of NBCFFBS, no statement contained in any schedule, certificate or other document furnished or to be furnished in writing by or on behalf of NBC FFBS or any of its affiliates to FFBS NBC pursuant to this Agreement (whether prior to or subsequent to the date of this Agreement) contains or will contain any untrue statement of a material fact or omit to state a 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.
(b) None of the information provided by NBC FFBS or any NBC subsidiary Thrift for inclusion in the registration statement on Form S-4 to be filed with the SEC by NBC under the Securities Act of 1933, as amended ("Securities Act") relating to shares of NBC Common Stock to be issued in the Parent Merger, including the prospectus (the "Prospectus") relating to such issuance and the joint proxy statement and forms of proxy relating to the vote of NBC shareholders and FFBS shareholders with respect to the Parent Merger (as amended, supplemented or modified, the "Proxy Statement") contained therein (such registration statement as amended, supplemented or modified, the "Registration Statement"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Appears in 4 contracts
Samples: Merger Agreement (FFBS Bancorp Inc), Merger Agreement (NBC Capital Corp), Merger Agreement (FFBS Bancorp Inc)
Information Furnished; Registration Statement. (a) To the best knowledge of NBCBancorp, no statement contained in any schedule, certificate or other document furnished or to be furnished in writing by or on behalf of NBC or any of its affiliates to FFBS pursuant to this Agreement (whether prior to or subsequent to the date of this Agreement) or to be furnished in writing by or on behalf of Bancorp or any of its Affiliates to Commercial pursuant to this Agreement contains or will contain any untrue statement of a material fact or omit to state a 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.
(b) None of the information provided by NBC Bancorp or any NBC subsidiary Bancorp Subsidiary for inclusion in the registration statement on Form S-4 to be filed with the SEC by NBC Commercial under the Securities Act of 1933, as amended ("Securities Act") relating to shares of NBC Commercial Common Stock to be issued in the Parent Merger, including the prospectus (the "Prospectus") relating to such issuance and the joint proxy statement and forms of proxy relating to the vote of NBC Commercial shareholders and Bancorp shareholders with respect to the Parent Merger (as amended, supplemented or modified, the "Proxy Statement") contained therein (such registration statement as amended, supplemented or modified, the "Registration Statement"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of the Registration Statement and Proxy Statement, except for such portions thereof that relate only to Commercial or a Commercial Subsidiary, will comply as to form in all material respects with the provisions of the Securities Act and Exchange Act, as applicable.
Appears in 1 contract
Samples: Reorganization and Merger Agreement (First Colorado Bancorp Inc)
Information Furnished; Registration Statement. (a) To --------------------------------------------- the best knowledge of NBCBancorp, no statement contained in any schedule, certificate or other document furnished or to be furnished in writing by or on behalf of NBC or any of its affiliates to FFBS pursuant to this Agreement (whether prior to or subsequent to the date of this Agreement) or to be furnished in writing by or on behalf of Bancorp or any of its Affiliates to Commercial pursuant to this Agreement contains or will contain any untrue statement of a material fact or omit to state a 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.
(b) None of the information provided by NBC Bancorp or any NBC subsidiary Bancorp Subsidiary for inclusion in the registration statement on Form S-4 to be filed with the SEC by NBC Commercial under the Securities Act of 1933, as amended ("Securities Act") relating to shares of NBC Commercial Common Stock to be issued in the Parent Merger, including the prospectus (the "Prospectus") relating to such issuance and the joint proxy statement and forms of proxy relating to the vote of NBC Commercial shareholders and Bancorp shareholders with respect to the Parent Merger (as amended, supplemented or modified, the "Proxy Statement") contained therein (such registration statement as amended, supplemented or modified, the "Registration Statement"), at the time the Registration Statement becomes effective or, in the case of the Proxy Statement, at the date of mailing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of the Registration Statement and Proxy Statement, except for such portions thereof that relate only to Commercial or a Commercial Subsidiary, will comply as to form in all material respects with the provisions of the Securities Act and Exchange Act, as applicable.
Appears in 1 contract
Samples: Reorganization and Merger Agreement (Commercial Federal Corp)