Common use of Proxy and Registration Statement Clause in Contracts

Proxy and Registration Statement. ABCB and JAXB shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB and JAXB shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of JAXB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and JAXB shall furnish all information concerning JAXB and the holders of JAXB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB will advise JAXB promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB or JAXB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or JAXB which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Shareholders.

Proxy and Registration Statement. (a) ABCB and JAXB HSB shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB shall use its commercially reasonable efforts to prepare and deliver to ABCB for review, as promptly as practicable following the date of this Agreement or as subsequently requested by ABCB, such financial statements and related analysis of HSB, including Management’s Discussion and Analysis of Financial Condition and Results of Operations of HSB, as may be required in order to file, in compliance with Applicable Laws, the Registration Statement and any other report or registration statement required to be filed by ABCB with the SEC. Each of ABCB and JAXB HSB shall use reasonable best commercially reasonably efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of JAXB HSB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB the HSB Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities laws Laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and JAXB HSB shall furnish all information concerning JAXB HSB and the holders of JAXB HSB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB will advise JAXB promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB or JAXB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or JAXB which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Shareholders.

Proxy and Registration Statement. ABCB Parent and JAXB Stonegate shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (practicable, but in no event later more than sixty thirty (6030) calendar days) , following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB Stonegate shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB Stonegate and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and the FDIC, as applicable, and mailed to JAXB Stonegate Shareholders and shareholders of Parent as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB Stonegate shall furnish all information concerning JAXB Stonegate and the holders of JAXB Stonegate Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB Stonegate promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB Stonegate with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBStonegate, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB Stonegate which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB ShareholdersStonegate Shareholders and shareholders of Parent.

Proxy and Registration Statement. ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and JAXB NewDominion shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB NewDominion shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably - 24 - practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB NewDominion will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB NewDominion Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB NewDominion shall furnish all information concerning JAXB NewDominion and the holders of JAXB NewDominion Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB NewDominion promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBNewDominion, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB NewDominion which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB NewDominion Shareholders.

Proxy and Registration Statement. ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and JAXB First Bexley shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB First Bexley shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB First Bexley will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB First Bexley Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB First Bexley shall furnish all information concerning JAXB First Bexley and the holders of JAXB First Bexley Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB First Bexley promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBFirst Bexley, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB First Bexley which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB First Bexley Shareholders.

Proxy and Registration Statement. ABCB Parent and JAXB BKYF shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (practicable, but in no event later more than sixty fifteen (6015) days) Business Days, following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB BKYF shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of JAXB BKYF and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB BKYF Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB BKYF shall furnish all information concerning JAXB BKYF and the holders of JAXB BKYF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB BKYF promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB BKYF with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBBKYF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB BKYF which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB BKYF Shareholders.

Proxy and Registration Statement. ABCB and JAXB shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as As promptly as reasonably practicable following the date of this Agreement (but in no event later than sixty (60) days) 45 days following the date of this Agreement Agreement), Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB the Company Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB the Company shall furnish all information concerning JAXB the Company and the holders of JAXB Company Common Stock and Company Series D Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or JAXB the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB the Company Shareholders.

Proxy and Registration Statement. ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and JAXB Insight shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB Insight shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB Insight will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB Insight Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB Insight shall furnish all information concerning JAXB Insight and the holders of JAXB Insight Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB Insight promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBInsight, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB Insight which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Insight Shareholders.

Proxy and Registration Statement. ABCB (a) As promptly as reasonably practicable following the date of this Agreement, Parent and JAXB the Company shall prepare the Registration Statement on Form S-4 or other applicable formStatement, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger Mergers and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB Shareholders the Company Stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take any action required to be taken under any applicable state securities laws in connection with Each of Parent and the issuance and reservation of ABCB Common Stock in the Merger, and JAXB Company shall furnish all information concerning JAXB and the holders of JAXB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by the other in connection with any such actionaction and the preparation, filing or distribution, as applicable, of the Registration Statement and the Proxy Statement/Prospectus. ABCB No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable; provided that, without limiting this Section 6.2, this right to review and comment shall not apply with respect to information or documents incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus. Parent will advise JAXB the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or JAXB the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Shareholdersthe Company Stockholders.

Proxy and Registration Statement. ABCB As promptly as reasonably practicable following the date of this Agreement, but in any event no later than forty five (45) days after the date of this Agreement, Parent and JAXB the Company shall prepare the Registration Statement on Form S-4 or other applicable formStatement, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB Shareholders the Company Stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB the Company shall furnish all information concerning JAXB the Company and the holders of JAXB Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB None of the information supplied or to be supplied by Parent or any of its Affiliates for inclusion in (a) the documents to be filed with the SEC, including, without limitation, the Registration Statement and the Proxy Statement/Prospectus to be mailed to the holders of Company Common Stock, and (b) any other documents to be filed by Parent or any of its Affiliates with the SEC or any other Governmental Authority in connection with the transactions provided for herein, will be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent will advise JAXB the Company promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or JAXB the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Shareholdersthe Company Stockholders.

Proxy and Registration Statement. ABCB As promptly as practicable after the execution of this Agreement, Company will prepare and JAXB shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable a proxy statement relating to the meeting of Company's stockholders to be held in connection with the Merger (but together with any amendments thereof or supplements thereto, in no event later than sixty each case in the form or forms mailed to Company's stockholders, the "Proxy Statement") and Parent will prepare and file with the SEC a registration statement on Form S-4 (60together with all amendments thereto, the "Registration Statement") days) following the date of this Agreement and in which will include the Proxy Statement/Prospectus. Each of ABCB and JAXB shall use reasonable best efforts to have Statement will be included as a prospectus, in connection with the Registration Statement declared effective registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of Company pursuant to the Merger. Each of Parent and Company will use its reasonable efforts to cause the Registration Statement to become effective as promptly as reasonably practicable after such filing and practicable, and, prior to keep the effective date of the Registration Statement effective as long as necessary to consummate the MergerStatement, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreement. Each of JAXB and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB shall also take all or any action required to be taken under any applicable federal or state securities laws in connection with the issuance and reservation of ABCB share of Parent Common Stock in the Merger, . Each of Parent and JAXB shall Company will furnish all information concerning JAXB it and the holders of JAXB Common Stock, or holders of a beneficial interest therein, its capital stock as the other may be reasonably requested request in connection with any such actionactions and the preparation of the Registration Statement and Proxy Statement. ABCB As promptly as practicable after the Registration Statement will become effective, Company will mail the Proxy Statement to its stockholders. The Proxy Statement will include the recommendation of the Board of Directors of Company in favor of the Merger (subject to Section 5.10 hereof). Subject to Section 5.10 hereof, neither the Proxy Statement nor the Registration Statement will be filed with the SEC by, and no amendment or supplement to the Proxy Statement or the Registration Statement will be made by, Parent or Company without the approval of the other party (which approval will not be unreasonably withheld or delayed). Parent and Company each will advise JAXB the other, promptly after it receives oral or written notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB or JAXB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or JAXB which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB Shareholders.

Proxy and Registration Statement. ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and JAXB CABF shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB Parent shall file with the SEC as promptly as reasonably practicable (but in no event later than sixty (60) days) following the date of this Agreement and which will include the Proxy Statement/Prospectus. Each of ABCB Parent and JAXB CABF shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and by the Bank Merger Agreementhereby. Each of JAXB and ABCB CABF will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to JAXB CABF Shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. ABCB Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and JAXB CABF shall furnish all information concerning JAXB CABF and the holders of JAXB CABF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. ABCB Parent will advise JAXB CABF promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of ABCB Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide JAXB the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to ABCB Parent or JAXBCABF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or JAXB CABF which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to JAXB CABF Shareholders.