Common use of Proxy and Registration Statement Clause in Contracts

Proxy and Registration Statement. (a) ABCB and 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 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 HSB shall use 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 HSB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to 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 in connection with the issuance and reservation of ABCB Common Stock in the Merger, and HSB shall furnish all information concerning HSB and the holders of HSB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or HSB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or HSB 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 the HSB Shareholders.

Proxy and Registration Statement. (a) ABCB and HSB 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. 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 HSB JAXB shall use commercially reasonably 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 HSB JAXB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Common Stock in the Merger, and HSB JAXB shall furnish all information concerning HSB JAXB and the holders of HSB JAXB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) . ABCB will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB JAXB with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB or HSBJAXB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or HSB 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 Lawlaw, disseminated to the HSB JAXB Shareholders.

Proxy and Registration Statement. (a) ABCB and HSB FSC shall promptly prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC as promptly as reasonably practicable following the date of this Agreement (and in any event no 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 HSB FSC shall use commercially reasonably its 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 HSB FSC and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB FSC Shareholders and the ABCB Shareholders, respectively, 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 HSB FSC shall furnish all information concerning HSB FSC and the holders of HSB FSC Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB will advise HSB FSC 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, the initiation or threat of any proceeding for any such purpose, 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 HSB FSC with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or HSBFSC, or any of their respective Affiliates, officers or directors, is discovered by ABCB or HSB FSC 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 the HSB FSC Shareholders and the ABCB Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and HSB 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 following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and NewDominion 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 HSB shall use commercially reasonably 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 HSB and ABCB NewDominion will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB NewDominion shall furnish all information concerning HSB NewDominion and the holders of HSB NewDominion Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBNewDominion, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB NewDominion Shareholders.

Proxy and Registration Statement. (a) ABCB Parent and HSB 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 more than thirty (30) calendar days, following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and Stonegate 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 HSB shall use commercially reasonably 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 HSB Stonegate and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and the FDIC, as applicable, and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB Stonegate shall furnish all information concerning HSB Stonegate and the holders of HSB Stonegate Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB Stonegate with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBStonegate, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB ShareholdersStonegate Shareholders and shareholders of Parent.

Proxy and Registration Statement. (a) ABCB and HSB 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 Agreement, Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. HSB Each of Parent and the Company 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 HSB shall use commercially reasonably 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 HSB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB Shareholders 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 HSB Company shall furnish all information concerning HSB and the holders of HSB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by the other in connection with any such action. action and the preparation, filing or distribution, as applicable, of the Registration Statement and the Proxy Statement/Prospectus. 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 (bwhich comments shall be considered by the applicable party in good faith) ABCB 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 HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB ShareholdersCompany Stockholders. (b) As promptly as practicable after the date hereof, the Company and Parent shall prepare and make such filings as are required under applicable state securities or “blue sky” laws in connection with the Transactions, and the Company shall assist Parent as may be necessary to comply with such state securities or “blue sky” laws.

Proxy and Registration Statement. (a) ABCB Parent and HSB 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 more than fifteen (15) Business Days, following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and BKYF 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 HSB shall use commercially reasonably 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 HSB BKYF and ABCB Parent will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB BKYF shall furnish all information concerning HSB BKYF and the holders of HSB BKYF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB BKYF with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBBKYF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB BKYF Shareholders.

Proxy and Registration Statement. (a) ABCB and HSB 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 Agreement, but in any event no later than forty five (45) days after the date of this Agreement, Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. HSB Each of Parent and the Company 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 HSB shall use commercially reasonably 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 HSB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB Shareholders 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB the Company shall furnish all information concerning HSB the Company and the holders of HSB Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. . 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) ABCB 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 HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB ShareholdersCompany Stockholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and HSB 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 following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and First Bexley 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 HSB shall use commercially reasonably 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 HSB and ABCB First Bexley will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB First Bexley shall furnish all information concerning HSB First Bexley and the holders of HSB First Bexley Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBFirst Bexley, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB First Bexley Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and HSB 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 following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and Insight 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 HSB shall use commercially reasonably 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 HSB and ABCB Insight will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB Insight shall furnish all information concerning HSB Insight and the holders of HSB Insight Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBInsight, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB Insight Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as practicable after the execution of this Agreement, Company will prepare and HSB shall prepare the Registration Statement on Form S-4 or other applicable form, which ABCB shall file with the SEC a proxy statement relating to the meeting of Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in 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 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement will be included as a prospectus, in connection with the 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 following practicable, and, prior to the effective date of this Agreement the Registration Statement, Parent will take all or any action required under any applicable federal or state securities laws in connection with the issuance of share of Parent Common Stock in the Merger. Each of Parent and which Company will include furnish all information concerning it and the Proxy Statement/Prospectus. HSB shall use holders of its commercially reasonable efforts to prepare capital stock as the other may reasonably request in connection with such actions and deliver to ABCB for review, as promptly as practicable following the date preparation 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 SECProxy Statement. Each of ABCB and HSB shall use commercially reasonably efforts to have As promptly as practicable after the Registration Statement declared effective under will become effective, Company will mail the Securities Act as promptly as reasonably practicable after such filing and Proxy Statement to keep 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 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 HSB and ABCB will cause the Proxy Statement/Prospectus to be filed with the SEC by, and mailed no amendment or supplement to the HSB Shareholders as soon as reasonably practicable after Proxy Statement or the Registration Statement is declared effective under will be made by, Parent or Company without the Securities Actapproval of the other party (which approval will not be unreasonably withheld or delayed). ABCB shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance Parent and reservation of ABCB Common Stock in the Merger, and HSB shall furnish all information concerning HSB and the holders of HSB Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB Company each will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB with copies of any written communication from the SEC or any state securities commission. (c) If at any time prior to the Effective Time any information relating to ABCB or HSB, or any of their respective Affiliates, officers or directors, is discovered by ABCB or HSB 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 the HSB Shareholders.

Proxy and Registration Statement. (a) ABCB and HSB 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 45 days following the date of this Agreement), Parent and the Company shall prepare the Registration Statement, which Parent shall file with the SEC and will include the Proxy Statement/Prospectus. HSB Each of Parent and the Company 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 HSB shall use commercially reasonably 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 HSB and ABCB The Company will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB the Company shall furnish all information concerning HSB the Company and the holders of HSB 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. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBthe Company, or any of their respective Affiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB Company Shareholders.

Proxy and Registration Statement. (a) ABCB As promptly as reasonably practicable following the date of this Agreement, Parent and HSB 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 following the date of this Agreement and which will include the Proxy Statement/Prospectus. HSB Each of Parent and CABF 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 HSB shall use commercially reasonably 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 HSB and ABCB CABF will cause the Proxy Statement/Prospectus to be filed with the SEC and mailed to the HSB 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 laws in connection with the issuance and reservation of ABCB Parent Common Stock in the Merger, and HSB CABF shall furnish all information concerning HSB CABF and the holders of HSB CABF Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. (b) ABCB . Parent will advise HSB 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, the initiation or threat of any proceeding for any such purpose, 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 HSB the other with copies of any written communication from the SEC or any state securities commission. (c) . If at any time prior to the Effective Time any information relating to ABCB Parent or HSBCABF, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by ABCB Parent or HSB 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 Lawlaw, disseminated to the HSB CABF Shareholders.