Common use of Proxy Statement-Offering Circular Clause in Contracts

Proxy Statement-Offering Circular. For the purposes of holding the PLAZA Shareholders Meeting, BHC shall draft and prepare, and PLAZA shall cooperate in the preparation of a 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 PLAZA, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Offering Circular”). BHC shall file a draft of the Proxy Statement-Offering Circular, with the DBO in connection with the permit application as described in Section 6.14. BHC shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DBO as promptly as practicable after such filing, and following receipt of the DBO Permit, PLAZA shall thereafter promptly mail the Proxy Statement-Offering Circular to PLAZA’s shareholders. 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 PLAZA shall furnish all information concerning PLAZA, and the holders of PLAZA Common Stock, as may be reasonably requested in connection with any such action. PLAZA shall provide BHC with any information concerning itself that BHC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and BHC shall notify PLAZA promptly of the receipt of any comments of the DBO or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DBO or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to PLAZA copies of all correspondence between BHC, BANK or any of their representatives and the DBO. BHC shall give PLAZA and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DBO and shall give PLAZA and 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 DBO. Each of BHC and PLAZA agrees to use reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the DBO and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of PLAZA Common Stock entitled to vote at the PLAZA Shareholders Meeting at the earliest practicable time. PLAZA and BHC 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, PLAZA shall cooperate with BHC in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and BHC shall file an amended Proxy Statement-Offering Circular with the DBO, as required, and shall mail such supplement or amendment to holders of PLAZA Common Stock entitled to vote at the PLAZA Shareholders Meeting, at the earliest practicable time.

Proxy Statement-Offering Circular. For the purposes of holding the PLAZA NCB Shareholders Meeting and the PCB Shareholders Meeting, BHC shall draft NCB and prepare, and PLAZA PCB 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 PLAZANCB and PCB, together with any and all amendments or supplements theretothereto and accompanying materials, including proxy cards, being herein referred to as the “Proxy Statement-Offering Circular”). BHC PCB shall file a draft of the Proxy Statement-Offering Circular, with the DBO DFPI in connection with the permit application as described in Section 6.145.13. BHC PCB shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DBO DFPI as promptly as practicable after such filing, and following receipt of the DBO DFPI Permit, PLAZA NCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PLAZANCB’s shareholders and PCB shall thereafter promptly mail the Proxy Statement-Offering Circular to PCB’s shareholders. BHC 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 PLAZA NCB shall furnish all information concerning PLAZANCB, the Bank, and the holders of PLAZA NCB Common Stock, as may be reasonably requested in connection with any such action. PLAZA NCB and PCB shall provide BHC each other with any information concerning itself that BHC the other Party may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and BHC PCB shall notify PLAZA NCB promptly of the receipt of any comments of the DBO DFPI or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DBO DFPI or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to PLAZA NCB copies of all correspondence between BHC, BANK PCB or any of their its representatives and the DBODFPI. BHC PCB shall give PLAZA NCB and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DBO DFPI and shall give PLAZA each other and its 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 DBODFPI. Each of BHC PCB and PLAZA agrees NCB 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 DBO DFPI and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of PLAZA NCB Common Stock entitled to vote at the PLAZA NCB Shareholders Meeting and the holders of PCB Common Stock entitled to vote at the PCB Shareholders Meeting at the earliest practicable time. PLAZA NCB and BHC PCB 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, PLAZA the Parties shall cooperate with BHC each other in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and BHC PCB shall file an amended Proxy Statement-Offering Circular with the DBODFPI, as required, and the Parties shall mail such supplement or amendment to holders of PLAZA NCB Common Stock entitled to vote at the PLAZA NCB Shareholders Meeting, 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 PLAZA BSCA Shareholders Meeting and the SCB Shareholders Meeting, BHC SCB shall draft and prepare, and PLAZA BSCA shall cooperate in the preparation of a 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 PLAZABSCA and SCB, together with any and all amendments or supplements theretothereto and accompanying materials, including proxy cards, being herein referred to as the “Proxy Statement-Offering Circular”). BHC SCB shall file a draft of the Proxy Statement-Offering Circular, with the DBO DFPI in connection with the permit application as described in Section 6.14. BHC SCB shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DBO DFPI as promptly as practicable after such filing, and following receipt of the DBO DFPI Permit, PLAZA BSCA shall thereafter promptly mail the Proxy Statement-Offering Circular to PLAZABSCA’s shareholders and SCB shall thereafter promptly mail the Proxy Statement-Offering Circular to SCB’s shareholders. BHC 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 PLAZA BSCA shall furnish all information concerning PLAZABSCA, and the holders of PLAZA BSCA Common Stock, as may be reasonably requested in connection with any such action. PLAZA BSCA shall provide BHC SCB with any information concerning itself that BHC SCB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Statement- Offering Circular, and BHC SCB shall notify PLAZA BSCA promptly of the receipt of any comments of the DBO DFPI or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DBO DFPI or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to PLAZA BSCA copies of all correspondence between BHC, BANK SCB or any of their its representatives and the DBODFPI. BHC SCB shall give PLAZA BSCA and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DBO DFPI and shall give PLAZA BSCA and 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 DBODFPI. Each of BHC SCB and PLAZA agrees BSCA 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 DBO DFPI and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of PLAZA BSCA Common Stock entitled to vote at the PLAZA BSCA Shareholders Meeting and the holders of SCB Common Stock entitled to vote at the SCB Shareholders Meeting at the earliest practicable time. PLAZA BSCA and BHC SCB shall promptly notify the other 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, PLAZA BSCA shall cooperate with BHC SCB in the preparation of a supplement or amendment to such Proxy Statement-Statement- Offering Circular that corrects such misstatement or omission, and BHC SCB shall file an amended Proxy Statement-Offering Circular with the DBODFPI, as required, and shall mail such supplement or amendment to holders of PLAZA BSCA Common Stock entitled to vote at the PLAZA BSCA Shareholders Meeting, Meeting and to the holders of SCB Common Stock entitled to vote at the SCB Shareholders Meeting at the earliest practicable time.

Proxy Statement-Offering Circular. For the purposes of holding the PLAZA FULB Shareholders Meeting, BHC and holding the BAY Shareholders Meeting, BAY shall draft and prepare, and PLAZA FULB 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 joint proxy statement-/offering circular in the form mailed to the shareholders of PLAZAFULB and BAY/BHC, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Offering Circular”). BHC BAY shall file a draft of the Proxy Statement-Offering Circular, with the DBO in connection with the permit application as described in Section 6.146.15. BHC BAY shall use its best efforts to have the Proxy Statement-Offering Circular approved by the DBO as promptly as practicable after such filing, and following receipt of the DBO Permit, PLAZA BAY and FULB shall thereafter promptly mail the Proxy Statement-Offering Circular to PLAZAFULB’s shareholders and BAY/BHC’s shareholders. BHC 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 PLAZA FULB shall furnish all information concerning PLAZAFULB, and the holders of PLAZA FULB Common Stock, as may be reasonably requested in connection with any such action. PLAZA FULB shall provide BHC BAY with any information concerning itself that BHC BAY may reasonably request in connection with the drafting and preparation of the Proxy Statement-Offering Circular, and BHC BAY shall notify PLAZA FULB promptly of the receipt of any comments of the DBO or any blue sky administrator with respect to the Proxy Statement-Offering Circular and of any requests by the DBO or any blue sky administrator for any amendment or supplement thereto or for additional information and shall promptly provide to PLAZA FULB promptly copies of all correspondence between BHC, BANK BAY or any of their representatives and the DBO. BHC BAY shall give PLAZA FULB and its counsel the opportunity to review and comment on the Proxy Statement-Offering Circular prior to its being filed with the DBO and shall give PLAZA FULB and 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 DBO. Each of BHC BAY and PLAZA FULB agrees to use reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the DBO and to cause the Proxy Statement-Offering Circular and all required amendments and supplements thereto to be mailed to the holders of PLAZA Common Stock common stock entitled to vote at the PLAZA FULB Shareholders Meeting and at the BAY Shareholders Meeting at the earliest practicable time. PLAZA FULB and BHC BAY 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, PLAZA FULB shall cooperate with BHC BAY in the preparation of a supplement or amendment to such Proxy Statement-Offering Circular that corrects such misstatement or omission, and BHC BAY shall file an amended Proxy StatementProxy-Offering Circular Statement Prospectus with the DBO, as required, and shall mail such supplement or amendment to holders of PLAZA FULB Common Stock and BAY Common Stock entitled to vote at the PLAZA FULB Shareholders Meeting and the BAY Shareholders Meeting, respectively, at the earliest practicable time.