Common use of Proxy Statement, Etc Clause in Contracts

Proxy Statement, Etc. None of the informa- tion regarding Bancshares or any Bancshares Subsidiary sup- plied or to be supplied by Bancshares for inclusion or in- cluded in (i) the registration statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Authority and, in the case of the Registration State- ment, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings of stockholders referred to in Section 5.03 (the "Meetings"), be false or misleading with respect to any mate- rial fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect to the solicitation of any proxy for the Meetings. All documents which Bancshares or any Bancshares Subsidiary is responsible for filing with any Regulatory Authority in con- nection with the Merger will comply as to form in all mate- rial respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Firstbank or any Bancshares Firstbank Subsidiary sup- plied supplied or to be supplied by Bancshares Firstbank for inclusion or in- cluded and included in (i) the registration statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Firstbank Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy or information statement (the "Joint Proxy Statement") to be mailed to Firstbank's stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of Firstbank's stockholders referred to in Section 5.03 (the "MeetingsMeeting") (or, if no Meeting is held, at the time the Proxy Statement is first furnished to Firstbank's stockholders), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the MeetingsMeeting. All documents which Bancshares Firstbank or any Bancshares Firstbank Subsidiary is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller -------------------- or any Bancshares Seller Subsidiary sup- plied supplied or to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement on Form S-4 to be filed with the SEC by Mercantile Buyer for the purpose of register- ing registering the shares of Mercantile Buyer Common Stock to be exchanged for shares of Bancshares Common Stock issued pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy or information statement (the "Joint Proxy Statement") to be mailed to stockholders Limited Partners and BUC Holders of Mercantile and Bancshares Selling Stockholder in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to in the Joint case of the Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of Limited Partners referred to in Section 5.03 (the "Selling Stockholder Meeting") (or, if no Selling Stockholder Meeting is held, at the time the Proxy Statement is first furnished to Limited Partners) and at the time of the meeting of Buyer's stockholders referred to in Section 5.03 (the "MeetingsBuyer Meeting"), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the MeetingsSelling Stockholder Meeting. All documents which Bancshares Seller or any Bancshares Seller Subsidiary is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller or any Bancshares Seller Subsidiary sup- plied supplied or to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration regis- tration statement on Form S-4 to be filed with the SEC by Mercantile Buyer for the purpose of register- ing registering the shares of Mercantile Buyer Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration StatementState- ment"), (ii) the proxy or information statement (the "Joint Proxy Statement") to be mailed to Seller's stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Authority and, in the case of the Registration State- ment, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of Seller's stockholders referred to in Section 5.03 (the "MeetingsMeeting") (or, if no Meeting is held, at the time the Proxy Statement is first furnished to Seller's stockholders), be false or misleading with respect to any mate- rial material fact, or omit to state any material mate- rial fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the MeetingsMeeting. All documents which Bancshares Seller or any Bancshares Subsidiary Seller Subsid- iary is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration proxy statement on Form S-4 to be filed mailed to Seller's stockholders in connection with the SEC by Mercantile for the purpose of register- ing the shares of Mercantile Common Stock Special Meeting to be exchanged for shares of Bancshares Common Stock pursuant called to the provisions of consider this Agreement and the Merger, as such Proxy Statement may be amended or supplemented (the "Registration Proxy Statement"), or (ii) the proxy statement (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority or Additional Regulatory Authority in connection with the transactions contemplated hereby willhereby, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- ment, when it becomes effective or Additional Regulatory Authority and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to will contain any untrue statement of a material fact, fact or omit to state any mate- rial a material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement theretoStatement, at the time of the meetings Special Meeting of Seller's stockholders referred to in Section 5.03 (the "Meetings")5.3, be false or misleading with respect to will contain any mate- rial untrue statement of a material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the MeetingsSpecial Meeting. All documents which Bancshares Seller or any Bancshares Subsidiary is of the Seller Subsidiaries are responsible for filing with any Regulatory Authority or Additional Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied First Place and the First Place Subsidiaries supplied or to be supplied by Bancshares First Place for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares First Place Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy statement to be mailed to First Place's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares or any Bancshares Subsidiary is First Place and the First Place Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller or any Bancshares Seller Subsidiary sup- plied supplied or to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement on Form S-4 to be filed with the SEC by Mercantile Buyer for the purpose of register- ing registering the shares of Mercantile Buyer Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy or information statement (the "Joint Proxy Statement") to be mailed to Seller's stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of Seller's stockholders referred to in Section 5.03 (the "MeetingsMeeting") (or, if no Meeting is held, at the time the Proxy Statement is first furnished to Seller's stockholders), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the MeetingsMeeting. All documents which Bancshares Seller or any Bancshares Seller Subsidiary is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion regarding Bancshares Parent Information supplied in writing by Parent or any Bancshares Subsidiary sup- plied or to be supplied by Bancshares Purchaser specifically for inclusion in the Schedule 14D-9, as amended or in- cluded supplemented from time to time, or in the Proxy Statement (i) if any), as amended or supplemented from time to time, will, on the registration statement on Form S-4 to be date filed with the SEC by Mercantile for the purpose of register- ing the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Common Stock pursuant Commission or mailed to the provisions of this Agreement (the "Registration Statement")Company stockholders, (ii) the proxy statement (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Authority andor, in the case of the Registration State- ment, when it becomes effective and, with respect to the Joint Proxy Statement, when mailedat the time of the Company Stockholders' Meeting (if any), contain any statement which, at such time and in light of the circumstances under which made, will be false or misleading with respect to any material fact, or will omit to state any mate- rial material fact required to be stated therein, necessary in order to make the statements therein not false or misleading oror necessary to correct any statement in any earlier filing with the Commission or communication with the holders of Shares with respect to the Offer, in the case of Merger or the Proxy Statement Company Stockholders' Meeting (if any) that has become false or misleading. Neither the Schedule 14D-1, the Offer Documents nor any amendment amendments thereof or supplement theretosupplements thereto will, at the time respective times that the Schedule 14D-1, the Offer Documents or any such amendments or supplements are first filed with the Commission or distributed to holders of Shares, or at the consummation of the meetings Offer, contain any statement which, at such time and in light of stockholders referred to in Section 5.03 (the "Meetings")circumstances under which made, will be false or misleading with respect to any mate- rial material fact, or will omit to state any material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier filing with the Commission or communication with re- spect the holders of Shares with respect to the solicitation of any proxy for the Meetings. All documents which Bancshares or any Bancshares Subsidiary is responsible for filing with any Regulatory Authority in con- nection with Offer, the Merger will or the Company Stockholders' Meeting (if any) that has become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives in writing specifically for use in any of the foregoing documents. The Schedule 14D-1, the Offer Documents and any amendments or supplements thereto shall comply as to form in all mate- rial material respects with the provisions of applicable lawthe Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller --------------------- or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement Proxy Statement to be mailed to Seller's stockholders in connection with the meeting to be called to consider this Agreement and the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of Seller's stockholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock and Preferred Stock pursuant to the provisions of this the Merger Agreement (the "“Registration Statement"”), (ii) the proxy statement (included in the "Joint Proxy Statement") Registration Statement to be mailed to stockholders of Mercantile and Bancshares Company’s shareholders in connection with the transactions contemplated by this Agreement or meeting to be called to consider the Merger and the “Spin-Off” (as defined in paragraph 4(s)) (the “Proxy Statement”, and (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares -------------------- Seller or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement Proxy Statement to be mailed to Seller's shareholders in connection with the meeting to be called to consider this Agreement and the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders Seller's shareholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller --------------------- or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement as such Registration Statement on Form S-4 may be amended or supplemented (including without limitation, any post-effective amendments and supplements thereof) (the "Registration Statement"), (ii) the proxy statement (the "Joint Proxy Statement") Statement to be mailed to Seller's stockholders of Mercantile and Bancshares in connection with the transactions contemplated by meeting to be called to consider this Agreement and the Merger, as such Proxy Statement may be amended or supplemented (the "Proxy Statement"), or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement theretoStatement, at the time of the meetings meeting of Seller's stockholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Prime and the Prime Subsidiaries supplied or to be supplied by Bancshares Prime for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 to be filed with the SEC by Mercantile Wellx Xxxgo for the purpose of register- ing registering the shares of Mercantile Wellx Xxxgo Common Stock to be exchanged for shares of Bancshares Prime Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy statement to be mailed to Prime's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares or any Bancshares Subsidiary is Prime and the Prime Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock pursuant to the provisions of this the Merger Agreement (the "“Registration Statement"”), (ii) the proxy statement (included in the "Joint Proxy Statement") Registration Statement to be mailed to stockholders of Mercantile and Bancshares Company’s shareholders in connection with the transactions contemplated by this Agreement or meeting to be called to consider the Merger (the “Proxy Statement”) and (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock pursuant to the provisions of this the Merger Agreement (the "“Registration Statement"”), (ii) the proxy statement (included in the "Joint Proxy Statement") Registration Statement to be mailed to stockholders of Mercantile and Bancshares Company’s shareholders in connection with the transactions contemplated by this Agreement or meeting to be called to consider the Merger (the “Proxy Statement”), and (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Xxxxx Fargo that is contained in the Registration Statement, the Proxy Statement or any other documents to be filed with the SEC or any regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement as such Registration Statement on Form S-4 may be amended or supplemented (including without limitation, any post-effective amendments and supplements thereof) (the "Registration Statement"), (ii) the proxy statement (the "Joint Proxy Statement") Statement to be mailed to Seller's stockholders of Mercantile and Bancshares in connection with the transactions contemplated by meeting to be called to consider this Agreement and the Merger, as such Proxy Statement may be amended or supplemented (the "Proxy Statement"), or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement theretoStatement, at the time of the meetings meeting of Seller's stockholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded incorporation in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock and Bank Common Stock pursuant to the provisions of this the Merger Agreement and the Bank Merger Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Statement to be mailed to Company's shareholders in connection with the meeting to be called to consider the Merger and to Bank's shareholders in connection with the meeting to be called to consider the Bank Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby hereby, by the Merger Agreement, or by the Bank Merger Agreement, will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c)(i), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger and the Bank Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied or AMAN to be supplied by Bancshares AMAN for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 to be filed with the SEC by Mercantile Norwest for the purpose of register- ing registering the shares of Mercantile Norwest Common Stock to be exchanged for shares of Bancshares AMAN Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy or information statement to be mailed to AMAN's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetings. All documents which Bancshares or any Bancshares Subsidiary is responsible for filing with any Regulatory Authority in con- nection with the Merger will comply as to form in all mate- rial respects with the provisions of applicable lawsuch meeting.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller --------------------- or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement Proxy Statement to be mailed to Seller's shareholders in connection with the meeting to be called to consider this Agreement and the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders Seller's shareholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares Seller --------------------- or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement Proxy Statement to be mailed to Seller's shareholders in connection with the meeting to be called to consider this Agreement and the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders Seller's shareholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Wells Fargo for the purpose of register- ing regixxxxxng the shares of Mercantile Wells Fargo Common Stock to be exchanged exchxxxxx for shares of Bancshares Company Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Statement to be mailed to Company's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information --------------------- regarding Bancshares Seller or any Bancshares Subsidiary sup- plied or of the Seller Subsidiaries to be supplied by Bancshares Seller for inclusion or in- cluded included in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Mercantile for the purpose of register- ing registering the shares of Mercantile Common Stock to be exchanged for shares of Bancshares Seller Common Stock pursuant to the provisions of this Agreement (the "Registration Statement"), (ii) the proxy statement Proxy Statement to be mailed to Seller's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will, at the respective times such documents are filed with any Regu- latory Regulatory Authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders Seller's shareholders referred to in Section 5.03 (the "Meetings")5.03, be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares Seller or any Bancshares Subsidiary of the Seller Subsidiaries is responsible for filing with any Regulatory Authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Statement to be mailed to Company's stockholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, no misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Central and -------------------- the Central Subsidiaries supplied or to be supplied by Bancshares Central for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 to be filed with the SEC by Mercantile Norwest for the purpose of register- ing registering the shares of Mercantile Norwest Common Stock to be exchanged for shares of Bancshares Central Common Stock pursuant to the provisions of this the Merger Agreement (the "Registration Statement"), (ii) the proxy statement to be mailed to Central's shareholders in connection with the meeting to be called to consider the Merger (the "Joint Proxy Statement") to be mailed to stockholders of Mercantile and Bancshares in connection with the transactions contemplated by this Agreement or (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial material fact necessary in order to make the statements therein not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to any mate- rial material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with re- spect respect to the solicitation of any proxy for the Meetingssuch meeting. All documents which Bancshares or any Bancshares Subsidiary is Central and the Central Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the informa- tion information regarding Bancshares or any Bancshares Subsidiary sup- plied Company and the Company Subsidiaries supplied or to be supplied by Bancshares Company for inclusion or in- cluded in (i) the registration statement a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Mercantile Xxxxx Fargo for the purpose of register- ing registering the shares of Mercantile Xxxxx Fargo Common Stock to be exchanged for shares of Bancshares Company Common Stock and Preferred Stock pursuant to the provisions of this the Merger Agreement (the "“Registration Statement"”), (ii) the proxy statement (included in the "Joint Proxy Statement") Registration Statement to be mailed to stockholders of Mercantile and Bancshares Company’s shareholders in connection with the transactions contemplated by this Agreement or meeting to be called to consider the Merger (the “Proxy Statement”), and (iii) any other documents to be filed with the SEC or any Regulatory Authority regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any Regu- latory Authority regulatory authority and, in the case of the Registration State- mentStatement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, be false or misleading with respect to any material fact, or omit to state any mate- rial fact necessary in order to make the statements therein not misleading orand, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meetings meeting of stockholders shareholders referred to in Section 5.03 (the "Meetings"paragraph 4(c), be false or misleading with respect to and at the Effective Time of the Merger, contain any mate- rial untrue statement of a material fact, or omit to state any a material fact required to be stated therein or necessary to correct any statement make the statements contained therein, in any earlier communication with re- spect to light of the solicitation of any proxy for the Meetingscircumstances under which they were made, not misleading. All documents which Bancshares or any Bancshares Subsidiary is Company and the Company Subsidiaries are responsible for filing with the SEC and any Regulatory Authority other regulatory authority in con- nection connection with the Merger will comply as to form in all mate- rial material respects with the provisions of applicable law. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Xxxxx Fargo that is contained in the Registration Statement, the Proxy Statement or any other documents to be filed with the SEC or any regulatory authority in connection with the transactions contemplated hereby or by the Merger Agreement.