Preparation and Filing of Permit Application. BAY, BHC, FULB and UBB contemplate that all shares of BHC Common Stock exchanged for shares of FULB Common Stock in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of such act. BAY and BHC shall promptly prepare and file an appropriate application with the Commissioner for a permit to issue and exchange securities as described in Section 25142 of the CGCL and as will be in compliance with the California Corporate Securities Law of 1968 (the “DBO Permit”). The DBO Permit shall approve the issuance of a sufficient number of shares of BHC Common Stock to complete the exchange of shares of FULB Common Stock for shares of BHC Common Stock pursuant to Article III of this Agreement. BAY, BHC, FULB and UBB shall cooperate in all reasonable respects with regard to the preparation of the related Proxy Statement-Offering Circular in preliminary form so it can be filed with the Commissioner for purposes of a permit application under Section 25142 of the CGCL. The Proxy Statement-Offering Circular shall constitute a disclosure document for the offer and issuance of the shares of BHC Common Stock to be received by holders of FULB Common Stock in the Merger and, a proxy statement with respect to the solicitation of the shareholders of BAY and FULB with respect to approval of the Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) a statement to the effect that the FULB Board has unanimously recommended that holders of FULB Common Stock vote in favor of the approval of the Agreement and the transactions contemplated hereby (including the Merger), and (ii) a statement to the effect that the BAY Board has unanimously recommended that holders of BAY Common Stock vote in favor of the Agreement and the transaction contemplated hereby (including the Merger), and (iii) such other information as FULB and BAY may agree is required or advisable to be included therein. BAY and FULB shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for including in the permit application or in the Proxy Statement-Offering Circular (or other proxy or solicitation materials), and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement-...
Preparation and Filing of Permit Application. FNB and VCB contemplate that all FNB Shares exchanged for VCB Shares in the Merger shall be exempt from the 1933 Act under the provisions of Section 3(a)(10) of the 1933 Act. FNB shall promptly prepare and file an appropriate application with the Commissioner for a permit to issue and exchange securities as described in Section 25142 of the Corporations Code and as will be in compliance with the California Corporate Securities Law of 1968. Said permit shall approve the issuance of a sufficient number of FNB Shares to complete the exchange of VCB Shares for FNB Shares pursuant to Section 2.1 of this Agreement. FNB and VCB shall cooperate in all reasonable respects with regard to the preparation of a proxy statement and prospectus (the “Proxy Statement/Prospectus”) in preliminary form so it can be filed with the Commissioner for purposes of a permit application under Section 25142 of the Corporations Code. Upon issuance of a permit by the Commissioner, FNB and VCB shall promptly finalize the Proxy Statement/Prospectus for the purpose of submitting the principal terms of the Merger, this Agreement and the Merger Agreement to the shareholders of VCB for their approval. FNB and VCB shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for inclusion in the permit application or in the definitive Proxy Statement/Prospectus or other proxy materials, and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement/Prospectus and any other proxy materials.
