Common use of Preparation and Filing of Permit Application Clause in Contracts

Preparation and Filing of Permit Application. PCB and NCB contemplate that all shares of PCB Common Stock exchanged for the Shares in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Act. PCB 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 “DFPI Permit”). The DFPI Permit shall approve the issuance of a sufficient number of shares of PCB Common Stock to complete the exchange of the Shares for shares of PCB Common Stock pursuant to Article II of this Agreement. PCB and NCB 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 PCB Common Stock to be received by holders of the Shares in the Merger and, a proxy statement with respect to the solicitation of the shareholders of NCB and the shareholders of PCB with respect to approval of this Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) statements to the effect that the NCB Board has unanimously recommended that holders of NCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the PCB Board has unanimously recommended that holders of PCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger); and (ii) such other information as NCB and PCB may agree is required or advisable to be included therein. PCB and NCB 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 application for the DFPI Permit 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- Offering Circular (and any other proxy or solicitation materials).

Preparation and Filing of Permit Application. PCB FFI and NCB PBB contemplate that all shares of PCB FFI Common Stock exchanged for the Shares shares of PBB Common Stock in the Merger shall will be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Actsuch act. PCB FFI 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 (the “California Permit”) and as will be in compliance with the California Corporate Securities Law of 1968 (the “DFPI Permit”)1968. The DFPI California Permit shall approve the issuance of a sufficient number of shares of PCB FFI Common Stock to complete the exchange of the Shares shares of PBB Common Stock for shares of PCB FFI Common Stock pursuant to Article II III of this Agreement. PCB FFI and NCB PBB shall cooperate in all reasonable respects with regard to the preparation of a proxy statement/prospectus (the related “Proxy Statement-Offering Circular /Prospectus”) 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 /Prospectus shall constitute a disclosure document for the offer and issuance of the shares of PCB FFI Common Stock to be received by holders of the Shares PBB Common Stock in the Merger and, and a proxy statement for the solicitation of proxies by PBB with respect to the solicitation approval of the shareholders of NCB and the shareholders of PCB with respect to approval of this Agreement and the transactions contemplated hereby (including the Merger), . FFI and shall include (i) statements to the effect that the NCB Board has unanimously recommended that holders of NCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the PCB Board has unanimously recommended that holders of PCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger); and (ii) such other information as NCB and PCB may agree is required or advisable to be included therein. PCB and NCB PBB 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 including in the permit application for the DFPI Permit or in the Proxy Statement-Offering Circular (or other proxy or solicitation materials)/Prospectus, and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other Partyparty’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement- Offering Circular Statement/Prospectus. Each of FFI and PBB further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the permit application or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, under the circumstances in which they were made, not false or misleading, it will promptly inform the other party thereof and take, or assist with, the necessary steps to correct the permit application or the Proxy Statement/Prospectus (and any other proxy or solicitation materialsas the case may be).

Preparation and Filing of Permit Application. PCB SCB and NCB BSCA contemplate that all shares of PCB SCB Common Stock exchanged for the Shares shares of BSCA Common Stock in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Actsuch act. PCB SCB 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 “DFPI Permit”). The DFPI Permit shall approve the issuance of a sufficient number of shares of PCB SCB Common Stock to complete the exchange of the Shares shares of BSCA Common Stock for shares of PCB SCB Common Stock pursuant to Article II III of this Agreement. PCB SCB and NCB BSCA 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 PCB SCB Common Stock to be received by holders of the Shares BSCA Common Stock in the Merger and, a proxy statement with respect to the solicitation of the shareholders of NCB BSCA and the shareholders of PCB SCB with respect to approval of this Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) statements to the effect that the NCB BSCA Board has unanimously recommended that holders of NCB BSCA Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the PCB SCB Board has unanimously recommended that holders of PCB SCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger); and (ii) such other information as NCB BSCA and PCB SCB may agree is required or advisable to be included therein. PCB SCB and NCB BSCA 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 application for the DFPI Permit 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 Partyparty’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement- Statement-Offering Circular (and any other proxy or solicitation materials).

Preparation and Filing of Permit Application. PCB FFI and NCB CFB contemplate that all shares of PCB FFI Common Stock exchanged for the Shares shares of CFB Common Stock in the Merger shall will be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Actsuch act. PCB FFI 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 (the “California Permit”) and as will be in compliance with the California Corporate Securities Law of 1968 (the “DFPI Permit”)1968. The DFPI California Permit shall approve the issuance of a sufficient number of shares of PCB FFI Common Stock to complete the exchange of the Shares shares of CFB Common Stock for shares of PCB FFI Common Stock pursuant to Article II III of this Agreement. PCB FFI and NCB CFB shall cooperate in all reasonable respects with regard to the preparation of a proxy statement/prospectus (the related “Proxy Statement-Offering Circular /Prospectus”) 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 /Prospectus shall constitute a disclosure document for the offer and issuance of the shares of PCB FFI Common Stock to be received by holders of the Shares CFB Common Stock in the Merger and, and a proxy statement for the solicitation of proxies by CFB with respect to the solicitation approval of the shareholders of NCB and the shareholders of PCB with respect to approval of this Agreement and the transactions contemplated hereby (including the Merger), . FFI and shall include (i) statements to the effect that the NCB Board has unanimously recommended that holders of NCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the PCB Board has unanimously recommended that holders of PCB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger); and (ii) such other information as NCB and PCB may agree is required or advisable to be included therein. PCB and NCB CFB 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 including in the permit application for the DFPI Permit or in the Proxy Statement-Offering Circular (or other proxy or solicitation materials)/Prospectus, and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other Partyparty’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement- Offering Circular Statement/Prospectus. Each of FFI and CFB further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the permit application or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, under the circumstances in which they were made, not false or misleading, it will promptly inform the other party thereof and take, or assist with, the necessary steps to correct the permit application or the Proxy Statement/Prospectus (and any other proxy or solicitation materialsas the case may be).

Preparation and Filing of Permit Application. PCB BAY, BHC, FULB and NCB UBB contemplate that all shares of PCB BHC Common Stock exchanged for the Shares shares of FULB Common Stock in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of the Securities Actsuch act. PCB 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 “DFPI DBO Permit”). The DFPI DBO Permit shall approve the issuance of a sufficient number of shares of PCB BHC Common Stock to complete the exchange of the Shares shares of FULB Common Stock for shares of PCB BHC Common Stock pursuant to Article II III of this Agreement. PCB BAY, BHC, FULB and NCB 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 PCB BHC Common Stock to be received by holders of the Shares FULB Common Stock in the Merger and, a proxy statement with respect to the solicitation of the shareholders of NCB BAY and the shareholders of PCB FULB with respect to approval of this the Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) statements a statement to the effect that the NCB FULB Board has unanimously recommended that holders of NCB FULB Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the PCB Board has unanimously recommended that holders of PCB Common Stock vote in favor of the approval of this 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 NCB FULB and PCB BAY may agree is required or advisable to be included therein. PCB BAY and NCB 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 inclusion including in the permit application for the DFPI Permit 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 Partyparty’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement- Statement-Offering Circular (and any other proxy or solicitation materials).