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

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-Offering Circular (and any other proxy or solicitation materials).

Preparation and Filing of Permit Application. BAY, BHC, FULB FFI and UBB CFB contemplate that all shares of BHC FFI Common Stock exchanged for shares of FULB CFB Common Stock in the Merger shall will be exempt from the Securities Act under the provisions of Section 3(a)(10) of such act. BAY and BHC 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 “DBO Permit”)1968. The DBO California Permit shall approve the issuance of a sufficient number of shares of BHC FFI Common Stock to complete the exchange of shares of FULB CFB Common Stock for shares of BHC FFI Common Stock pursuant to Article III of this Agreement. BAY, BHC, FULB FFI and UBB 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 BHC FFI Common Stock to be received by holders of FULB CFB Common Stock in the Merger and, and a proxy statement for the solicitation of proxies by CFB 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), . FFI 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 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 including in the permit application 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 party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement-Offering Circular /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. BAY, BHC, FULB SCB and UBB BSCA contemplate that all shares of BHC SCB Common Stock exchanged for shares of FULB BSCA 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 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 “DBO DFPI Permit”). The DBO DFPI Permit shall approve the issuance of a sufficient number of shares of BHC SCB Common Stock to complete the exchange of shares of FULB BSCA Common Stock for shares of BHC SCB Common Stock pursuant to Article III of this Agreement. BAY, BHC, FULB SCB and UBB 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 BHC SCB Common Stock to be received by holders of FULB BSCA Common Stock in the Merger and, a proxy statement with respect to the solicitation of the shareholders of BAY BSCA and FULB the shareholders of SCB with respect to approval of the this Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) a statement statements to the effect that the FULB BSCA Board has unanimously recommended that holders of FULB BSCA Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger) and the SCB Board has unanimously recommended that holders of SCB 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 FULB BSCA and BAY SCB may agree is required or advisable to be included therein. BAY SCB and FULB 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 including inclusion 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 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. BAY, BHC, FULB FFI and UBB PBB contemplate that all shares of BHC FFI Common Stock exchanged for shares of FULB PBB Common Stock in the Merger shall will be exempt from the Securities Act under the provisions of Section 3(a)(10) of such act. BAY and BHC 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 “DBO Permit”)1968. The DBO California Permit shall approve the issuance of a sufficient number of shares of BHC FFI Common Stock to complete the exchange of shares of FULB PBB Common Stock for shares of BHC FFI Common Stock pursuant to Article III of this Agreement. BAY, BHC, FULB FFI and UBB 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 BHC FFI Common Stock to be received by holders of FULB PBB Common Stock in the Merger and, and a proxy statement for the solicitation of proxies by PBB 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), . FFI 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 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 including in the permit application 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 party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement-Offering Circular /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. BAY, BHC, FULB PCB and UBB NCB contemplate that all shares of BHC PCB Common Stock exchanged for shares of FULB Common Stock the Shares in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of such actthe Securities Act. BAY and BHC 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 “DBO DFPI Permit”). The DBO DFPI Permit shall approve the issuance of a sufficient number of shares of BHC PCB Common Stock to complete the exchange of shares of FULB Common Stock the Shares for shares of BHC PCB Common Stock pursuant to Article III II of this Agreement. BAY, BHC, FULB PCB and UBB 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 BHC PCB Common Stock to be received by holders of FULB Common Stock the Shares in the Merger and, a proxy statement with respect to the solicitation of the shareholders of BAY NCB and FULB the shareholders of PCB with respect to approval of the this Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) a statement statements to the effect that the FULB NCB Board has unanimously recommended that holders of FULB 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) 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 NCB and BAY PCB may agree is required or advisable to be included therein. BAY PCB and FULB 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 including inclusion 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).