Common use of Proxy/Prospectus; Registration Statement Clause in Contracts

Proxy/Prospectus; Registration Statement. (a) As promptly as reasonably practical following the date hereof, PVFC and UCFC shall prepare mutually acceptable proxy and prospectus material that will constitute the proxy statement/prospectus (including all amendments or supplements thereto, the “Proxy/Prospectus”) relating to the matters to be submitted to the PVFC and UCFC shareholders for the PVFC Meeting and the UCFC Meeting, and UCFC shall file with the SEC a registration statement with respect to the issuance of UCFC Shares in the Corporate Merger (such registration statement, which shall include the Proxy/Prospectus and all amendments or supplements thereto, the “Registration Statement”). Each of PVFC and UCFC agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. UCFC also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. PVFC agrees to promptly furnish to UCFC all information concerning PVFC, Park View and the Officers, Directors and shareholders of PVFC as UCFC reasonably may request in connection with the foregoing. Each of PVFC and UCFC shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), mailing the Proxy/Prospectus (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, each of PVFC and UCFC, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party, and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other’s approval, which approval shall not be unreasonably withheld or delayed.

Proxy/Prospectus; Registration Statement. (a) As promptly as reasonably practical following the date hereof, PVFC Pavilion and UCFC First Defiance shall prepare mutually acceptable proxy and prospectus material that will constitute the proxy statement/prospectus (including all amendments or supplements thereto, the “Proxy/Prospectus”) relating to the matters to be submitted to the PVFC and UCFC Pavilion shareholders for the PVFC Meeting and the UCFC Pavilion Meeting, and UCFC First Defiance shall file with the SEC a registration statement with respect to the issuance of UCFC First Defiance Shares in the Corporate Merger (such registration statement, which shall include the Proxy/Prospectus and all amendments or supplements thereto, the “Registration Statement”). Each of PVFC Pavilion and UCFC First Defiance agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. UCFC First Defiance also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. PVFC Pavilion agrees to promptly furnish to UCFC First Defiance all information concerning PVFCPavilion, Park View the Subsidiaries and the Officers, Directors and shareholders of PVFC Pavilion as UCFC First Defiance reasonably may request in connection with the foregoing. Each of PVFC Pavilion and UCFC First Defiance shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), mailing the Proxy/Prospectus (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, each of PVFC Pavilion and UCFCFirst Defiance, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party, and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other’s approval, which approval shall not be unreasonably withheld or delayed.

Proxy/Prospectus; Registration Statement. (a) As promptly as reasonably practical following the date hereof, PVFC ComBanc and UCFC FDEF shall prepare mutually acceptable proxy and prospectus material that will constitute the proxy statement/prospectus (including all amendments or supplements thereto, the “"Proxy/Prospectus”") relating to the matters to be submitted to the PVFC and UCFC shareholders ComBanc stockholders for the PVFC Meeting and the UCFC ComBanc Meeting, and UCFC FDEF shall file with the SEC a registration statement with respect to the issuance of UCFC FDEF Shares in the Corporate Merger (such registration statement, which shall include the Proxy/Prospectus and all amendments or supplements thereto, the “"Registration Statement”"). Each of PVFC ComBanc and UCFC FDEF agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. UCFC FDEF also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. PVFC ComBanc agrees to promptly furnish to UCFC FDEF all information concerning PVFCComBanc, Park View Commercial Bank and the Officers, Directors and shareholders stockholders of PVFC ComBanc as UCFC FDEF reasonably may request in connection with the foregoing. Each of PVFC ComBanc and UCFC FDEF shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), mailing the Proxy/Prospectus (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, each of PVFC ComBanc and UCFCFDEF, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party, and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other’s 's approval, which approval shall not be unreasonably withheld or delayed.

Proxy/Prospectus; Registration Statement. (a) As promptly as reasonably practical following the date hereof, PVFC ComBanc and UCFC FDEF shall prepare mutually acceptable proxy and prospectus material that will constitute the proxy statement/prospectus (including all amendments or supplements thereto, the “Proxy"PROXY/Prospectus”PROSPECTUS") relating to the matters to be submitted to the PVFC and UCFC shareholders ComBanc stockholders for the PVFC Meeting and the UCFC ComBanc Meeting, and UCFC FDEF shall file with the SEC a registration statement with respect to the issuance of UCFC FDEF Shares in the Corporate Merger (such registration statement, which shall include the Proxy/Prospectus and all amendments or supplements thereto, the “Registration Statement”"REGISTRATION STATEMENT"). Each of PVFC ComBanc and UCFC FDEF agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. UCFC FDEF also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. PVFC ComBanc agrees to promptly furnish to UCFC FDEF all information concerning PVFCComBanc, Park View Commercial Bank and the Officers, Directors and shareholders stockholders of PVFC ComBanc as UCFC FDEF reasonably may request in connection with the foregoing. Each of PVFC ComBanc and UCFC FDEF shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), mailing the Proxy/Prospectus (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, each of PVFC ComBanc and UCFCFDEF, as the case may be, (i) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by such other party, and (iii) shall not file or mail such document or respond to the SEC prior to receiving such other’s 's approval, which approval shall not be unreasonably withheld or delayed.