Common use of Proxy Statement, Etc Clause in Contracts

Proxy Statement, Etc. None of the information regarding Company and the Company Subsidiaries supplied or to be supplied by Company for inclusion in (i) a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Fargo for the purpose of registxxxxx the shares of Wells Fargo Common Stock to be exchanxxx xor shares of Company Common Stock pursuant to the provisions of 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 "Proxy Statement") and (iii) 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 will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any regulatory authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, and, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of stockholders referred to in paragraph 4(c), and at the Effective Time of the Merger, contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. All documents which Company and the Company Subsidiaries are responsible for filing with the SEC and any other regulatory authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the information regarding Company and the Company Subsidiaries supplied or to be supplied by Company for inclusion in (i) a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Xxxxx Fargo for the purpose of registxxxxx registering the shares of Wells Xxxxx Fargo Common Stock to be exchanxxx xor exchanged for shares of Company Common Stock pursuant to the provisions of 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 "Proxy Statement") and (iii) 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 will, at the respective times such Registration Statement, Proxy Statement and other documents are filed with the SEC or any regulatory authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, and, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of stockholders referred to in paragraph 4(c), and at the Effective Time of the Merger, contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. All documents which Company and the Company Subsidiaries are responsible for filing with the SEC and any other regulatory authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the information regarding Company and the Company Subsidiaries supplied or to be supplied by Company in writing for inclusion in (i) a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Xxxxx Fargo for the purpose of registxxxxx registering the shares of Wells Xxxxx Fargo Common Stock to be exchanxxx xor exchanged for shares of Company Common Stock pursuant to the provisions of the Merger Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Statement to be mailed to Company's stockholders shareholders in connection with the 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 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 regulatory authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, andbe false or misleading with respect to any material fact, or omit to state any 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 meeting of stockholders shareholders referred to in paragraph 4(c), and at the Effective Time of the Merger, contain be false or misleading with respect to any untrue statement of a material fact, or omit to state a any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements contained therein, in light solicitation of the circumstances under which they were made, not misleadingany proxy for such meeting. All documents which Company and the Company Subsidiaries are responsible for filing with the SEC and any other regulatory authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the information regarding Company and the Company Subsidiaries supplied or to be supplied by Company for inclusion in (i) a Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Xxxxx Fargo for the purpose of registxxxxx registering the shares of Wells Xxxxx Fargo Common Stock to be exchanxxx xor exchanged for shares of Company Common Stock pursuant to the provisions of the Merger Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Statement to be mailed to Company's stockholders shareholders in connection with the 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 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 regulatory authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, andbe false or misleading with respect to any material fact, or omit to state any 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 meeting of stockholders shareholders referred to in paragraph 4(c), and at the Effective Time of the Merger, contain be false or misleading with respect to any untrue statement of a material fact, or omit to state a any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements contained therein, in light solicitation of any proxy for such meeting. Xxxxx Fargo agrees to permit the circumstances under which they were made, not misleadingCompany and Company representatives to review the Registration Statement as it relates to the Company prior to the filing thereof. All documents which Company and the Company Subsidiaries are responsible for filing with the SEC and any other regulatory authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the information regarding Company and Seller --------------------- or any of the Company Seller Subsidiaries supplied or to be supplied by Company Seller for inclusion or included in (i) a the Registration Statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Fargo Mercantile for the purpose of registxxxxx registering the shares of Wells Fargo Mercantile Common Stock to be exchanxxx xor shares of Company Common Stock issued in the liquidating distribution pursuant to the provisions of the Merger this Agreement (the "Registration Statement"), (ii) the proxy statement included in the Registration Proxy Statement to be mailed to CompanySeller's stockholders shareholders in connection with the meeting to be called to consider the Merger Transaction (the "Proxy Statement") and 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 regulatory authority Regulatory Authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, andbe false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein in light of the circumstances in which they are made not misleading or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the meeting of stockholders Seller's shareholders referred to in paragraph 4(c)Section 5.03, and at the Effective Time of the Merger, contain be false or misleading with respect to any untrue statement of a material fact, or omit to state a any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements contained therein, in light solicitation of the circumstances under which they were made, not misleadingany proxy for such meeting. All documents which Company and Seller or any of the Company Seller Subsidiaries are is responsible for filing with the SEC and any other regulatory authority Regulatory Authority in connection with the Merger Transaction will comply as to form in all material respects with the provisions of applicable law.

Proxy Statement, Etc. None of the information regarding Company and the Company Subsidiaries Seller or any Seller Subsidiary supplied or to be supplied by Company Seller for inclusion in (i) a Registration Statement the registration statement on Form S-4 and the prospectus included therein to be filed with the SEC by Wells Fargo Buyer for the purpose of registxxxxx registering the shares of Wells Fargo Buyer Common Stock to be exchanxxx xor exchanged for shares of Company Seller Common Stock pursuant to the provisions of the Merger this Agreement (the "Registration Statement"), (ii) the proxy or information 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 "Proxy Statement") and to be mailed to Seller's stockholders 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 regulatory authority Regulatory Authority and, in the case of the Registration Statement, when it becomes effective and, with respect to the Proxy Statement, when mailed, andbe false or misleading with respect to any material fact, or omit to state any 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 meeting of Seller's stockholders referred to in paragraph 4(cSection 5.03 (the "Meeting") (or, if no Meeting is held, at the time the Proxy Statement is first furnished to Seller's stockholders), and at the Effective Time of the Merger, contain be false or misleading with respect to any untrue statement of a material fact, or omit to state a any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements contained therein, in light solicitation of any proxy for the circumstances under which they were made, not misleadingMeeting. All documents which Company and the Company Subsidiaries are Seller or any Seller Subsidiary is responsible for filing with the SEC and any other regulatory authority Regulatory Authority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.