Preparation of Prospectus Immediately following the execution of this Agreement, the Company will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the selling terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Representatives and the Company may deem appropriate, and, if requested by the Representatives, will prepare an Issuer Free Writing Prospectus containing the information set forth in Schedule II hereto and such other information as may be required by Rule 433 or as the Representatives and the Company may deem appropriate, and will file or transmit for filing with the Commission, the Prospectus in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and, if applicable, Rule 433(d), the Prospectus and any such Issuer Free Writing Prospectus.
Printing of Agreement The parties will mutually share the cost of printing this Agreement.
Filing of Prospectus The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.
Furnishing of Prospectuses The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives reasonably request. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.
Delivery of Prospectus The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements of the Securities Act of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.
Filing of Final Prospectus The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission pursuant to the requirements of Rule 424 of the Regulations.
Printing Agreement Copies of this Agreement shall be printed with the expense shared equally between the Board and the Association within thirty (30) days after the Agreement is signed.
Filing of Prospectuses The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433.
Delivery of Prospectuses The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
Proxy Statement/Prospectus 8.2.1. For the purposes (a) of registering SR Bancorp Common Stock to be offered to holders of Regal Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and applicable state securities laws, and (b) of holding the Regal Bancorp Stockholders Meeting, SR Bancorp shall draft and prepare, and Regal Bancorp shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus or statements, satisfying all applicable requirements of state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by Regal Bancorp to the Regal Bancorp stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). SR Bancorp shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of SR Bancorp and Regal Bancorp shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Regal Bancorp shall thereafter promptly mail the Proxy Statement-Prospectus to its stockholders; provided, such mailing shall not occur until the Conversion Registration Statement has been declared effective by the SEC. SR Bancorp shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Regal Bancorp shall furnish all information concerning Regal Bancorp and the holders of Regal Bancorp Common Stock as may be reasonably requested in connection with any such action. SR Bancorp shall use reasonable best efforts to keep the Merger Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. 8.2.2. Regal Bancorp shall provide SR Bancorp with any information concerning itself that Somerset Bank may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and Somerset Bank shall notify Regal Bancorp promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Regal Bancorp promptly copies of all correspondence between SR Bancorp, Somerset Bank or any of their representatives and the SEC. The information to be provided by Regal Bancorp, Regal Bank, SR Bancorp and Somerset Bank for inclusion in the Proxy-Statement Prospectus and the Conversion Prospectus will, at the time such documents are filed, be accurate in all material aspects and shall not contain any untrue statement of 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 were made, not misleading. SR Bancorp and Somerset Bank shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give Regal Bancorp and its counsel the opportunity to review, comment on and approve all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, provided that the requirement to provide the opportunity to review, comment on and approve pursuant to this Section 8.2.2 shall be, subject to Section 12.13, limited to information with respect to Regal Bancorp, Regal Bank, the Merger and this Merger Agreement. Each of Somerset Bank, SR Bancorp and Regal Bancorp agrees to use all reasonable efforts, after consultation with the other Party hereto, to respond promptly to all such comments of and requests by the SEC. 8.2.3. Each Party hereto shall promptly notify the other Party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a 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. In such event, the Parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and SR Bancorp shall file an amended Merger Registration Statement with the SEC, and Regal Bancorp shall mail an amended Proxy Statement-Prospectus to Regal Bancorp’s stockholders.
