Common use of Prospectus/Proxy Statement Clause in Contracts

Prospectus/Proxy Statement. At the time the Registration Statement (as defined in Section 5.9(a) hereof) becomes effective and at the time the Prospectus/Proxy Statement (as defined in Section 5.9(a) hereof) is mailed to the shareholders of Target and Purchaser in order to obtain approvals referred to in Section 5.19 and at all times subsequent to such mailing up to and including the times of such approvals, the Registration Statement and the Prospectus/Proxy Statement (including any amendments or supplements thereto), with respect to all information set forth therein relating to Purchaser (including the Purchaser Subsidiaries) and its shareholders, Purchaser Common Stock, this Agreement, the Articles of Merger, the Merger and all other transactions contemplated hereby, will (a) comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder ("1933 Act") and the 1934 Act, and (b) not contain any untrue statement of material fact or omit 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 are made, not misleading, except that, in each case, no such representations shall apply to any written information or representations under this Agreement, including financial statements, of or provided by Target for such Prospectus/Proxy Statement.

Prospectus/Proxy Statement. At the time the Registration Statement (as defined in Section 5.9(a) hereof) becomes effective and at the time the Prospectus/Proxy Statement (as defined in Section 5.9(a) hereof) is mailed to the shareholders of Target and Purchaser Standard in order to obtain approvals referred to in Section 5.19 and at all times subsequent to such mailing up to and including the times of such approvalsapproval, the Registration Statement and the Prospectus/Proxy Statement (including any amendments or supplements thereto), with respect to all information set forth therein relating to Purchaser TCF (including the Purchaser TCF Subsidiaries) and its shareholders, Purchaser TCF Common Stock, this Agreement, the Articles of Merger, the Merger and all other transactions contemplated hereby, will (a) comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder ("1933 Act") and the 1934 Act, and (b) not contain any untrue statement of material fact or omit 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 are made, not misleading, except that, in each case, no such representations shall apply to any written information or representations under this Agreement, including financial statements, of or provided by Target Standard for such Prospectus/Proxy Statement.