Common use of Proxy Statement-Offering Circular Clause in Contracts

Proxy Statement-Offering Circular. For the purposes of holding the NCB Shareholders Meeting and the PCB Shareholders Meeting, NCB and PCB shall cooperate in the preparation of a joint proxy statement and offering circular satisfying all applicable requirements of applicable state and federal securities Laws, and the rules and regulations thereunder (such proxy statement-offering circular in the form mailed to the shareholders of NCB and PCB, together with any and all amendments or supplements thereto and accompanying materials, including proxy cards, being herein referred to as the “Proxy Statement-Offering Circular”). PCB shall file a draft of the Proxy Statement-Offering Circular, with the DFPI in connection with the permit application as described in Section 5.13. PCB shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DFPI as promptly as practicable after such filing, and following receipt of the DFPI Permit, NCB shall thereafter promptly mail the Proxy Statement-Offering Circular to NCB’s shareholders and PCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PCB’s shareholders. PCB shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and NCB shall furnish all information concerning NCB, the Bank, and the holders of NCB Common Stock, as may be reasonably requested in connection with any such action. NCB and PCB shall provide each other with any information concerning itself that the other Party may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and PCB shall notify NCB promptly of the receipt of any comments of the DFPI or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DFPI or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to NCB copies of all correspondence between PCB or any of its representatives and the DFPI. PCB shall give NCB and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DFPI and shall give each other and their respective counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Offering Circular and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the DFPI. PCB and NCB agree to use commercially reasonable efforts, after consultation with the other Party hereto, to respond promptly to all such comments of and requests by the DFPI and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of NCB Common Stock entitled to vote at the NCB Shareholders Meeting and the holders of PCB Common Stock entitled to vote at the PCB Shareholders Meeting at the earliest practicable time. NCB and PCB shall promptly notify the other Party if at any time it becomes aware that the Proxy Statement- Offering Circular contains any untrue statement of a material fact or omits 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. In such event, the Parties shall cooperate with each other in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and PCB shall file an amended Proxy Statement-Offering Circular with the DFPI, as required, and the Parties shall mail such supplement or amendment to holders of NCB Common Stock entitled to vote at the NCB Shareholders Meeting and to the holders of PCB Common Stock entitled to vote at the PCB Shareholders Meeting at the earliest practicable time.

Proxy Statement-Offering Circular. For the purposes of holding the NCB BSCA Shareholders Meeting and the PCB SCB Shareholders Meeting, NCB SCB shall draft and PCB prepare, and BSCA shall cooperate in the preparation of a joint proxy statement and offering circular satisfying all applicable requirements of applicable state and federal securities Laws, and the rules and regulations thereunder (such proxy statement-offering circular in the form mailed to the shareholders of NCB BSCA and PCBSCB, together with any and all amendments or supplements thereto and accompanying materials, including proxy cards, being herein referred to as the “Proxy Statement-Offering Circular”). PCB SCB shall file a draft of the Proxy Statement-Offering Circular, with the DFPI in connection with the permit application as described in Section 5.136.14. PCB SCB shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DFPI as promptly as practicable after such filing, and following receipt of the DFPI Permit, NCB BSCA shall thereafter promptly mail the Proxy Statement-Offering Circular to NCBBSCA’s shareholders and PCB SCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PCBSCB’s shareholders. PCB SCB shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and NCB BSCA shall furnish all information concerning NCB, the BankBSCA, and the holders of NCB BSCA Common Stock, as may be reasonably requested in connection with any such action. NCB and PCB BSCA shall provide each other SCB with any information concerning itself that the other Party SCB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Statement- Offering Circular, and PCB SCB shall notify NCB BSCA promptly of the receipt of any comments of the DFPI or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DFPI or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to NCB BSCA copies of all correspondence between PCB SCB or any of its representatives and the DFPI. PCB SCB shall give NCB BSCA and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DFPI and shall give each other BSCA and their respective its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Offering Circular and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the DFPI. PCB SCB and NCB BSCA agree to use commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the DFPI and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of NCB BSCA Common Stock entitled to vote at the NCB BSCA Shareholders Meeting and the holders of PCB SCB Common Stock entitled to vote at the PCB SCB Shareholders Meeting at the earliest practicable time. NCB BSCA and PCB SCB shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement- Offering Circular contains any untrue statement of a material fact or omits 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. In such event, the Parties BSCA shall cooperate with each other SCB in the preparation of a supplement or amendment to such Proxy Statement-Statement- Offering Circular that corrects such misstatement or omission, and PCB SCB shall file an amended Proxy Statement-Offering Circular with the DFPI, as required, and the Parties shall mail such supplement or amendment to holders of NCB BSCA Common Stock entitled to vote at the NCB BSCA Shareholders Meeting and to the holders of PCB SCB Common Stock entitled to vote at the PCB SCB Shareholders Meeting at the earliest practicable time.

Proxy Statement-Offering Circular. For the purposes of holding the NCB Shareholders Meeting and the PCB PLAZA Shareholders Meeting, NCB BHC shall draft and PCB prepare, and PLAZA shall cooperate in the preparation of a joint proxy statement and offering circular satisfying all applicable requirements of applicable state and federal securities Lawslaws, and the rules and regulations thereunder (such proxy statement-offering circular in the form mailed to the shareholders of NCB and PCBPLAZA, together with any and all amendments or supplements thereto and accompanying materials, including proxy cardsthereto, being herein referred to as the “Proxy Statement-Offering Circular”). PCB BHC shall file a draft of the Proxy Statement-Offering Circular, with the DFPI DBO in connection with the permit application as described in Section 5.136.14. PCB BHC shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DFPI DBO as promptly as practicable after such filing, and following receipt of the DFPI DBO Permit, NCB PLAZA shall thereafter promptly mail the Proxy Statement-Offering Circular to NCB’s shareholders and PCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PCBPLAZA’s shareholders. PCB BHC shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and NCB PLAZA shall furnish all information concerning NCB, the BankPLAZA, and the holders of NCB PLAZA Common Stock, as may be reasonably requested in connection with any such action. NCB and PCB PLAZA shall provide each other BHC with any information concerning itself that the other Party BHC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and PCB BHC shall notify NCB PLAZA promptly of the receipt of any comments of the DFPI DBO or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DFPI DBO or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to NCB PLAZA copies of all correspondence between PCB BHC, BANK or any of its their representatives and the DFPIDBO. PCB BHC shall give NCB PLAZA and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DFPI DBO and shall give each other PLAZA and their respective its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Offering Circular and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the DFPIDBO. PCB Each of BHC and NCB agree PLAZA agrees to use commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the DFPI DBO and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of NCB PLAZA Common Stock entitled to vote at the NCB Shareholders Meeting and the holders of PCB Common Stock entitled to vote at the PCB PLAZA Shareholders Meeting at the earliest practicable time. NCB PLAZA and PCB BHC shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement- Statement-Offering Circular contains any untrue statement of a material fact or omits 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. In such event, the Parties PLAZA shall cooperate with each other BHC in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and PCB BHC shall file an amended Proxy Statement-Offering Circular with the DFPIDBO, as required, and the Parties shall mail such supplement or amendment to holders of NCB PLAZA Common Stock entitled to vote at the NCB PLAZA Shareholders Meeting and to the holders of PCB Common Stock entitled to vote at the PCB Shareholders Meeting Meeting, at the earliest practicable time.

Proxy Statement-Offering Circular. For the purposes of holding the NCB Shareholders Meeting and the PCB FULB Shareholders Meeting, NCB and PCB holding the BAY Shareholders Meeting, BAY shall draft and prepare, and FULB shall cooperate in the preparation of a joint proxy statement and offering circular satisfying all applicable requirements of applicable state and federal securities Lawslaws, and the rules and regulations thereunder (such joint proxy statement-/offering circular in the form mailed to the shareholders of NCB FULB and PCBBAY/BHC, together with any and all amendments or supplements thereto and accompanying materials, including proxy cardsthereto, being herein referred to as the “Proxy Statement-Offering Circular”). PCB BAY shall file a draft of the Proxy Statement-Offering Circular, with the DFPI DBO in connection with the permit application as described in Section 5.136.15. PCB BAY shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DFPI DBO as promptly as practicable after such filing, and following receipt of the DFPI DBO Permit, NCB BAY and FULB shall thereafter promptly mail the Proxy Statement-Offering Circular to NCBFULB’s shareholders and PCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PCBBAY/BHC’s shareholders. PCB BAY shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and NCB FULB shall furnish all information concerning NCB, the BankFULB, and the holders of NCB FULB Common Stock, as may be reasonably requested in connection with any such action. NCB and PCB FULB shall provide each other BAY with any information concerning itself that the other Party BAY may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and PCB BAY shall notify NCB FULB promptly of the receipt of any comments of the DFPI DBO or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DFPI DBO or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to NCB FULB promptly copies of all correspondence between PCB BAY or any of its their representatives and the DFPIDBO. PCB BAY shall give NCB FULB and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DFPI DBO and shall give each other FULB and their respective its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Offering Circular and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the DFPIDBO. PCB Each of BAY and NCB agree FULB agrees to use commercially reasonable efforts, after consultation with the other Party party hereto, to respond promptly to all such comments of and requests by the DFPI DBO and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of NCB Common Stock common stock entitled to vote at the NCB FULB Shareholders Meeting and the holders of PCB Common Stock entitled to vote at the PCB BAY Shareholders Meeting at the earliest practicable time. NCB FULB and PCB BAY shall promptly notify the other Party party if at any time it becomes aware that the Proxy Statement- Statement-Offering Circular contains any untrue statement of a material fact or omits 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. In such event, the Parties FULB shall cooperate with each other BAY in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and PCB BAY shall file an amended Proxy StatementProxy-Offering Circular Statement Prospectus with the DFPIDBO, as required, and the Parties shall mail such supplement or amendment to holders of NCB FULB Common Stock and BAY Common Stock entitled to vote at the NCB FULB Shareholders Meeting and to the holders of PCB Common Stock entitled to vote at the PCB BAY Shareholders Meeting Meeting, respectively, at the earliest practicable time.