Common use of Preparation of Registration Statement and Applications for Required Consents Clause in Contracts

Preparation of Registration Statement and Applications for Required Consents. Summit will cooperate with UJB in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB Stock to be issued in connection with the Merger, the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit to solicit approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement"). In connection therewith, Summit will furnish all financial or other information, including using best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit reasonably deemed necessary by counsel to UJB for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereof). Summit will cooperate with UJB and provide such information as may be advisable in obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "blue sky" laws, the required approval under the Bank Holding Company Act by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the listing of the Shares on the New York Stock Exchange (subject to official notice of issuance) and any other governmental or regulatory consents or approvals or the taking of any other governmental or regulatory action necessary to consummate the Merger without a material adverse effect on the business, results of operations, assets or financial condition of the Surviving Corporation and its subsidiaries, taken as a whole (the "Required Consents"). UJB, reasonably in advance of making such filings, will provide Summit and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit and its counsel before making any such filing or application; and UJB will provide Summit with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit covenants and agrees that all information furnished by Summit for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Proxy-Prospectus, all applications to appropriate regulatory agencies for approval of the Merger, and all information furnished by Summit to UJB pursuant to this Agreement or in connection with obtaining Required Consents, will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Preparation of Registration Statement and Applications for Required Consents. Summit NMBT will cooperate with UJB Summit in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB offering of Summit Stock to be issued in connection with the Merger, as Reorganization Consideration and the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit NMBT to solicit shareholders of NMBT for approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement")Reorganization. In connection therewith, Summit NMBT will furnish all financial or other information, including using best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit reasonably NMBT, deemed necessary by counsel to UJB Summit for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereofProxy-Prospectus). Summit NMBT will cooperate with UJB Summit and provide such information as may be advisable in obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "blue sky" laws, the required approval under the Bank Holding Company Act by BHCA of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the listing of the Shares on the New York Stock Exchange (subject to official notice of issuance) and any other governmental or regulatory consents or approvals or the taking of any other governmental or regulatory action necessary to consummate the Merger without Reorganization that would not have a material adverse effect on Summit Material Adverse Effect following the business, results of operations, assets or financial condition of the Surviving Corporation and its subsidiaries, taken as a whole Reorganization (the "Required Consents"). UJBSummit, reasonably in advance of making such filings, will provide Summit NMBT and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit NMBT and its counsel before making any such filing or application; , and UJB Summit will provide Summit NMBT and its counsel with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit NMBT covenants and agrees that all information furnished by Summit NMBT for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Proxy-Prospectus, and all applications to appropriate regulatory agencies for approval of the Merger, and all information furnished by Summit to UJB pursuant to this Agreement or in connection with obtaining Required Consents, Reorganization will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, and together with all information furnished by NMBT to Summit pursuant to this Agreement or in connection with obtaining Required Consents will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. NMBT will furnish to Advest such information about NMBT reasonably available to it as Advest may reasonably request for purposes of the opinion referred to in Section 8.07.

Preparation of Registration Statement and Applications for Required Consents. Summit (a) Sun will cooperate with UJB Omega in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB Stock to be issued in connection with the Merger, the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit to solicit approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement")Prospectus/Proxy. In connection therewith, Summit will furnish all financial or other information, including using best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit reasonably deemed necessary by counsel to UJB for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereof). Summit Sun will cooperate with UJB Omega and provide such information as may be necessary or advisable in preparing and filing the Prospectus/Proxy, obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "blue sky" lawslaw, the required approval under the Bank Holding Company Act by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board")Banking Approvals, the listing of the Shares on the New York Stock Exchange NASDAQ National Market (subject to official notice of issuance, if necessary) and any other governmental or regulatory consents or approvals Governmental Approvals or the taking of any other governmental or regulatory action by any Governmental Authority necessary to consummate the Merger without a material adverse effect on the business, results of operations, assets or condition (financial condition or otherwise) of the Surviving Corporation and or its subsidiaries, taken as a whole (the "Required Consents")Subsidiaries. UJB, reasonably in advance of making such filings, will provide Summit and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit and its counsel before making any such filing or application; and UJB will provide Summit with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit Sun covenants and agrees that all information furnished by Summit or on behalf of Sun or any Sun Subsidiary for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Prospectus/Proxy-Prospectus, all applications to appropriate regulatory agencies for approval of the Merger, and all information furnished by Summit or on behalf of Sun or any Sun Subsidiary to UJB Omega or any of its employees, representatives or agents pursuant to this Agreement or in connection with obtaining Required ConsentsBanking Approvals, will comply in all material respects with the provisions of applicable lawApplicable Law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunderAct, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) As promptly as practicable after the Registration Statement becomes effective under the Securities Act, Sun and Omega will hold meetings of their respective shareholders for the purpose of approving this Agreement and authorizing the Merger. Sun and Omega will, in accordance with and in compliance with the Exchange Act, and to the extent permitted by their respective Board's fiduciary duties, solicit proxies from their shareholders in favor of such approval and authorization; provided, however, that Sun's Board of Directors may withdraw or modify its recommendation that the Sun Shareholders approve this Agreement if such Board of Directors has complied with Section 5.4 hereof and has determined, in good faith, that an Acquisition Proposal constitutes a Superior Proposal. Without the prior written consent of Omega, Sun will not distribute to the Sun Shareholders any materials in connection with the solicitation of proxies for approving this Agreement and authorizing the Merger other than materials contained in the Registration Statement as effective or as otherwise required by Applicable Law (upon prior notice to Omega).

Preparation of Registration Statement and Applications for Required Consents. Summit NSS will cooperate with UJB Summit in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB offering of Summit Stock to be issued in connection with the Merger, as Reorganization Consideration and the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit NSS to solicit shareholders of NSS for approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement")Reorganization. In connection therewith, Summit NSS will furnish all financial or other information, including using best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit reasonably NSS, deemed necessary by counsel to UJB Summit for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereofProxy-Prospectus). Summit NSS will cooperate with UJB Summit and provide such information as may be advisable in obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "blue sky" laws, the required approval under the Bank Holding Company Act by BHCA of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the listing of the Shares on the New York Stock Exchange (subject to official notice of issuance) and any other governmental or regulatory consents or approvals or the taking of any other governmental or regulatory action necessary to consummate the Merger without Reorganization that would not have a material adverse effect on Summit Material Adverse Effect following the business, results of operations, assets or financial condition of the Surviving Corporation and its subsidiaries, taken as a whole Reorganization (the "Required Consents"). UJBSummit, reasonably in advance of making such filings, will provide Summit NSS and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit NSS and its counsel before making any such filing or application; , and UJB Summit will provide Summit NSS and its counsel with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit NSS covenants and agrees that all information furnished by Summit NSS for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Proxy-Prospectus, all applications to appropriate regulatory agencies for approval of the MergerReorganization, and all information furnished by NSS to Summit to UJB pursuant to this Agreement or in connection with obtaining Required Consents, will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. NSS will furnish to Sandler O'Neill such information as Xxxxxxx O'Neill may reasonably requesx xxx xurposes of the opinion referred to in Section 8.07.

Preparation of Registration Statement and Applications for Required Consents. Summit (a) Sun will cooperate with UJB Omega in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB Stock to be issued in connection with the Merger, the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit to solicit approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement")Prospectus/Proxy. In connection therewith, Summit will furnish all financial or other information, including using best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit reasonably deemed necessary by counsel to UJB for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereof). Summit Sun will cooperate with UJB Omega and provide such information as may be necessary or advisable in preparing and filing the Prospectus/Proxy, obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "“blue sky" laws” law, the required approval under the Bank Holding Company Act by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board")Banking Approvals, the listing of the Shares on the New York Stock Exchange NASDAQ National Market (subject to official notice of issuance, if necessary) and any other governmental or regulatory consents or approvals Governmental Approvals or the taking of any other governmental or regulatory action by any Governmental Authority necessary to consummate the Merger without a material adverse effect on the business, results of operations, assets or condition (financial condition or otherwise) of the Surviving Corporation and or its subsidiaries, taken as a whole (the "Required Consents")Subsidiaries. UJB, reasonably in advance of making such filings, will provide Summit and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit and its counsel before making any such filing or application; and UJB will provide Summit with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit Sun covenants and agrees that all information furnished by Summit or on behalf of Sun or any Sun Subsidiary for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Prospectus/Proxy-Prospectus, all applications to appropriate regulatory agencies for approval of the Merger, and all information furnished by Summit or on behalf of Sun or any Sun Subsidiary to UJB Omega or any of its employees, representatives or agents pursuant to this Agreement or in connection with obtaining Required ConsentsBanking Approvals, will comply in all material respects with the provisions of applicable lawApplicable Law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunderAct, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) As promptly as practicable after the Registration Statement becomes effective under the Securities Act, Sun and Omega will hold meetings of their respective shareholders for the purpose of approving this Agreement and authorizing the Merger. Sun and Omega will, in accordance with and in compliance with the Exchange Act, and to the extent permitted by their respective Board’s fiduciary duties, solicit proxies from their shareholders in favor of such approval and authorization; provided, however, that Sun’s Board of Directors may withdraw or modify its recommendation that the Sun Shareholders approve this Agreement if such Board of Directors has complied with Section 5.4 hereof and has determined, in good faith, that an Acquisition Proposal constitutes a Superior Proposal. Without the prior written consent of Omega, Sun will not distribute to the Sun Shareholders any materials in connection with the solicitation of proxies for approving this Agreement and authorizing the Merger other than materials contained in the Registration Statement as effective or as otherwise required by Applicable Law (upon prior notice to Omega).

Preparation of Registration Statement and Applications for Required Consents. Summit Prime will cooperate with UJB Summit in the preparation of a Registration Statement on Form S-4 (the "Registration Statement") to be filed with the SEC under the Securities Act for the registration of the UJB offering of Summit Stock to be issued in connection with the Merger, as Reorganization Consideration and the proxy statement-prospectus constituting part of the Registration Statement ("Summit Proxy-Prospectus") that will be used by Summit Prime to solicit shareholders of Prime for approval of the Merger by its shareholders and the proxy statement that will be used by UJB to solicit approval of the Merger by its shareholders ("UJB Proxy Statement")Reorganization. In connection therewith, Summit Prime will furnish all financial or other information, including using reasonable best efforts to obtain customary consents, certificates, opinions of counsel and other items concerning Summit Prime, deemed reasonably deemed necessary by counsel to UJB Summit for the filing or preparation for filing under the Securities Act and the Exchange Act of the Registration Statement (including the proxy statement portion thereofProxy-Prospectus). Summit Prime will cooperate with UJB Summit and provide such information as may be advisable and reasonably available to Prime in obtaining an order of effectiveness for the Registration Statement, appropriate permits or approvals under state securities and "blue sky" laws, the required approval under the Bank Holding Company Act by BHCA of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the listing of the Shares on the New York Stock Exchange (subject to official notice of issuance) and any other governmental or regulatory consents or approvals or the taking of any other governmental or regulatory action necessary to consummate the Merger without Reorganization that would not have a material adverse effect on Summit Material Adverse Effect following the business, results of operations, assets or financial condition of the Surviving Corporation and its subsidiaries, taken as a whole Reorganization (the "Required Consents"). UJBSummit, reasonably in advance of making such filings, will provide Summit Prime and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Summit Prime and its counsel before making any such filing or application; , and UJB Summit will provide Summit Prime and its counsel with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Summit Prime covenants and agrees that all information furnished in writing by Summit Prime expressly for inclusion in the Registration Statement, the UJB Proxy Statement, the Summit Proxy-Prospectus, and all applications to appropriate regulatory agencies for approval of the Merger, and all information furnished by Summit to UJB pursuant to this Agreement or in connection with obtaining Required Consents, Reorganization will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder, and together with all information furnished in writing by Prime to Summit in connection with obtaining Required Consents will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Prime will furnish to Xxx-Xxxx such information about Prime reasonably available to it as Fo Pitt may reasonably request for purposes of the opinion referred to in Section 8.07.