Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes of (i) registering PFS Common Stock to be offered to holders of SBBX Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the SBBX Shareholders Meeting, PFS shall draft and prepare, and SBBX shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, in the form mailed to the SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following the date of this Agreement and in any event within forty-five (45) days from the date hereof. Each of PFS and SBBX shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholders. PFS shall also use its best 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 SBBX shall furnish all information concerning SBBX and the holders of SBBX Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS Investors Common Stock to be offered to holders of SBBX ABNJ Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX ABNJ Shareholders Meeting, PFS Investors shall draft and prepare, and SBBX ABNJ shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS Investors shall use its best efforts to file the Merger Registration Statement, including the Proxy StatementX-00 Xxxxxxxxx-ProspectusXxxxxxxxxx, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS Investors and SBBX ABNJ shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the ABNJ shareholders. PFS Investors shall also use its best 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 SBBX ABNJ shall furnish all information concerning SBBX ABNJ and the holders of SBBX ABNJ Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS FNFG Common Stock to be offered to holders of SBBX HNC Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX HNC Shareholders Meeting, PFS FNFG shall draft and prepare, and SBBX HNC shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS FNFG shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS FNFG and SBBX HNC shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the HNC shareholders. PFS FNFG shall also use its best 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 SBBX HNC shall furnish all information concerning SBBX HNC and the holders of SBBX HNC Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (x) of (i) registering PFS Xxxxxxxx Common Stock to be offered to holders of SBBX VIST Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX VIST Shareholders Meeting, PFS Xxxxxxxx shall draft and prepare, and SBBX VIST shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS Xxxxxxxx shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS Xxxxxxxx and SBBX VIST shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of VIST and Xxxxxxxx shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the VIST shareholders. PFS Xxxxxxxx shall also use its best 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 SBBX VIST shall furnish all information concerning SBBX VIST and the holders of SBBX VIST Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. 8.1.1 For the purposes of (i) registering PFS CUNB Common Stock to be offered to holders of SBBX FENB Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the SBBX FENB Shareholders Meeting, PFS and (iii) holding the CUNB Shareholders Meeting, CUNB shall draft and prepare, and SBBX FENB shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX shareholdersshareholders of FENB and CUNB, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS CUNB shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS and SBBX CUNB shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX CUNB and FENB shall thereafter promptly mail the Proxy Statement-Prospectus to their respective FENB’s shareholders and CUNB’s shareholders. PFS CUNB shall also use its best 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 SBBX FENB shall furnish all information concerning SBBX FENB, and the holders of SBBX FENB Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS NYB Common Stock to be offered to holders of SBBX Synergy Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX Shareholders Synergy Stockholders Meeting, PFS NYB shall draft and prepare, and SBBX Synergy shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX shareholdersSynergy stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event SEC within forty-five (45) 45 days from after the date hereof. Each of PFS NYB and SBBX Synergy shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX Synergy shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholdersits stockholders. PFS NYB shall also use its best 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 SBBX Synergy shall furnish all information concerning SBBX Synergy and the holders of SBBX Synergy Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes of (i) registering PFS Common Stock to be offered to holders of SBBX Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the SBBX Shareholders Meeting, PFS shall draft and prepare, and SBBX shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, in the form mailed to the SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (i) the third (3rd) Business Day following the delivery of the financial statements pursuant to the first sentence of Section 7.04(a) and (ii) December 31, 2020), FTAC, PGHL and the Company shall use reasonable best efforts to prepare, and the Company shall file with the SEC, the Form F-4 in connection with the registration under the Securities Act of the Company Common Shares to be issued under this Agreement and the effect of the Transactions on the FTAC Warrants, which Form F-4 will also contain the Proxy Statement/Prospectus which will be included therein as a prospectus and which will be used as a proxy statement for the Special Meeting with respect to, among other things: (A) providing FTAC’s stockholders with the opportunity to redeem shares of FTAC Class A Common Stock by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “FTAC Stockholder Redemption”); and (B) soliciting proxies from holders of FTAC Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the amendment and restatement of the Certificate of Incorporation in the form of FTAC Charter attached as Exhibit C hereto; (3) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); and (4) any event within forty-five other proposals the Parties agree are necessary or desirable to consummate the Transactions (45collectively, the “FTAC Stockholder Matters”). Without the prior written consent of the Company, FTAC Stockholder Matters shall be the only matters (other than procedural matters) days from which FTAC shall propose to be acted on by FTAC’s stockholders at the date hereofSpecial Meeting, as adjourned or postponed. Each of PFS FTAC, PGHL and SBBX the Company shall use their its reasonable best efforts to cause the Form F-4 and the Proxy Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to have the Merger Registration Statement Form F-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of FTAC, on the one hand, and SBBX shall thereafter promptly mail PGHL and the Proxy Statement-Prospectus to their respective shareholders. PFS shall also use its best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out Company, on the transactions contemplated by this Agreementother hand, and SBBX shall furnish all information concerning SBBX and the holders of SBBX Common Stock it as may reasonably be reasonably requested by the other party in connection with any such actionactions and the preparation of the Form F-4 and the Proxy Statement/Prospectus. Promptly after the Form F-4 is declared effective under the Securities Act, FTAC, PGHL and the Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to stockholders of FTAC.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS FNFG Common Stock to be offered to holders of SBBX GLB Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX GLB Shareholders Meeting, PFS FNFG shall draft and prepare, and SBBX GLB shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX GLB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS FNFG shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS FNFG and SBBX GLB shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of GLB and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the GLB shareholders. PFS FNFG shall also use its reasonably best 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 SBBX GLB shall furnish all information concerning SBBX GLB and the holders of SBBX GLB Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS DNB Common Stock to be offered to holders of SBBX EXX Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX EXX Shareholders Meeting and the DNB Shareholders Meeting, PFS DNB shall draft and prepare, and SBBX EXX shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment including a proxy statement of counsel to either party or otherwise desired by the partiesEXX, a proxy statement of DNB and a prospectus of DNB satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX EXX and DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). PFS DNB shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS DNB and SBBX EXX shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of EXX and DNB shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the EXX and DNB shareholders. PFS DNB shall also use its best 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 SBBX EXX shall furnish all information concerning SBBX EXX and the holders of SBBX EXX Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (a) of (i) registering PFS BMBC Common Stock to be offered to holders of SBBX FKF Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iib) of holding the SBBX FKF Shareholders Meeting, PFS BMBC shall promptly draft and prepare, and SBBX FKF shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX FKF shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS BMBC shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the SEC within sixty (60) days after the date of this Agreement and in any event within forty-five (45) days from the date hereofor as soon as reasonably practicable thereafter. Each of PFS BMBC and SBBX FKF shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of FKF and BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the FKF shareholders. PFS BMBC shall also use its best 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 SBBX FKF shall furnish all information concerning SBBX FKF and the holders of SBBX FKF Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS BCB Common Stock to be offered to holders of SBBX Allegiance Bank Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX Allegiance Bank Shareholders Meeting, PFS BCB shall draft and prepare, and SBBX Allegiance Bank shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX Allegiance Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS BCB shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS BCB and SBBX Allegiance Bank shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX Allegiance Bank shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the Allegiance Bank shareholders. PFS BCB shall also use its best 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 SBBX Allegiance Bank shall furnish all information concerning SBBX Allegiance Bank and the holders of SBBX Allegiance Bank Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS Company Common Stock to be offered to holders of SBBX NHBT Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX NHBT Shareholders Meeting, PFS the Company shall draft and prepare, and SBBX NHBT shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement of NHBT, and a prospectus of the Company satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX NHBT shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS The Company shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS the Company and SBBX NHBT shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of NHBT and the Company shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the NHBT shareholders. PFS The Company shall also use its best 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 SBBX NHBT shall furnish all information concerning SBBX NHBT and the holders of SBBX NHBT Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS Company Common Stock and Company Preferred Stock to be offered to holders of SBBX (i) CFB Common Stock in connection with the Merger and (ii) Community First Preferred Stock in connection with the Bank Merger, with the SEC under the Securities Act, Act and (iiy) of holding the SBBX CFB Shareholders Meeting, PFS and the meeting of shareholders of Community First Bank, the Company shall draft and prepare, and SBBX CFB shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement of each of CFB and prospectus Community First Bank, and a prospectus, or multiple prospectuses of the Company satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX CFB and/or Community First Bank shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS The Company shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS the Company and SBBX CFB shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of CFB and the Company shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholdersthe CFB shareholders of each of CFB and Community First Bank. PFS The Company shall also use its best 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 SBBX CFB shall furnish all information concerning SBBX CFB and the holders of SBBX CFB Common Stock and Community First Preferred Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes of (i) registering PFS Juniata Common Stock to be offered to holders of SBBX FNBPA Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (ii) holding the SBBX Shareholders FNBPA Shareholders’ Meeting and the Juniata Shareholders’ Meeting, PFS Juniata shall draft and prepare, and SBBX FNBPA shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX Juniata shareholders and the FNBPA shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS Juniata shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS Juniata and SBBX FNBPA shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of FNBPA and Juniata shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the Juniata shareholders and the FNBPA shareholders. PFS Juniata shall also use its best commercially reasonable efforts to obtain all necessary state securities law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and SBBX FNBPA shall furnish all information concerning SBBX FNBPA and the holders of SBBX FNBPA Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. 8.2.1 For the purposes (x) of (i) registering PFS NEWCO Common Stock to be offered to holders of SBBX Alliance Common Stock in connection with the Merger with the SEC under the Securities Act, Act and applicable state securities laws and (iiy) of holding the SBBX Shareholders Alliance Stockholders Meeting, PFS NEWCO, at its expense, shall draft and prepare, and SBBX Alliance shall cooperate in the preparation of, an S-4 registration statement for the registration of the shares to be issued by NHSB in the Merger (the “Merger Registration Statement”), including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed by Alliance to the SBBX shareholdersAlliance stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS NEWCO shall use provide Alliance and its best efforts counsel with appropriate opportunity to review and comment on the Merger Registration Statement and Proxy Statement-Prospectus prior to the time they are initially filed with the SEC or any amendments are filed with the SEC. NEWCO shall file the Merger Registration Statement, including Statement with the Proxy Statement-Prospectus, as promptly as practicable following the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS NEWCO and SBBX Alliance shall use their its best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX Alliance shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholdersits stockholders. PFS NEWCO shall also use its best 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 SBBX Alliance shall furnish to NEWCO all information concerning SBBX Alliance and the holders of SBBX Alliance Common Stock as may be reasonably requested in connection with any such action.. Back to Contents

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS Prudential Common Stock to be offered to holders of SBBX Polonia Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX Polonia Shareholders Meeting, PFS Prudential shall draft and prepare, and SBBX Polonia shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement of Polonia, and a prospectus of Prudential satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX Polonia shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS Prudential shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS Prudential and SBBX Polonia shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of Polonia and Prudential shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the Polonia shareholders. PFS Prudential shall also use its best 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 SBBX Polonia shall furnish all information concerning SBBX Polonia and the holders of SBBX Polonia Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes of (ia) registering PFS Common Stock to be offered to holders of SBBX Common Stock in connection with the Merger with the SEC under the Securities Act, and (ii) holding the SBBX Shareholders Meeting, PFS shall draft and prepare, and SBBX shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, in the form mailed to the SBBX shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as As promptly as reasonably practicable following the date of this Agreement Agreement, Parent shall prepare and file with the SEC a proxy statement to be sent to the stockholders of each of Parent and the Company relating to the meeting of stockholders, and a Registration Statement on Form S-4 (including a prospectus) (including all amendments thereto, “S-4 Registration Statement”) in any event within forty-five connection with the issuance of shares of Parent Common Stock in the Merger, of which such proxy statement will form a part (45) days from such proxy statement and prospectus constituting a part thereof, the date hereof. Each “Proxy Statement/Prospectus”), and each of PFS the Company and SBBX Parent shall, or shall use cause their best efforts respective Affiliates to, prepare and file with the SEC all other documents to have be filed by Parent with the SEC in connection with the Merger Registration Statement declared effective under and other transactions contemplated hereby (the “Other Filings”) as required by the Securities Act or the Exchange Act. Parent and the Company shall cooperate with each other in connection with the preparation of the S-4 Registration Statement, the Proxy Statement/Prospectus and any Other Filings. Each Party shall as promptly as reasonably practicable after such filing, notify the other Party of the receipt of any oral or written comments from the staff of the SEC on the S-4 Registration Statement or any Other Filing. Parent and SBBX shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholders. PFS Company shall also use its best their commercially reasonable efforts to obtain satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities law Law or “Blue Skyblue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and SBBX shall furnish all information concerning SBBX and the holders of SBBX Common Stock as may be reasonably requested notice requirements in connection with any such action.the Merger and to consummate the other transactions contemplated hereby. 44

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS BMBC Common Stock to be offered to holders of SBBX CBH Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX CBH Shareholders Meeting and the BMBC Shareholders Meeting, PFS BMBC shall draft and prepare, and SBBX CBH shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX CBH and BMBC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). PFS BMBC shall use its best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event within forty-five (45) days from the date hereofSEC. Each of PFS BMBC and SBBX CBH shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX each of CBH and BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to their respective the CBH and BMBC shareholders. PFS BMBC shall also use its best 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 SBBX CBH shall furnish all information concerning SBBX CBH and the holders of SBBX CBH Common Stock as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of (i) registering PFS NYB Common Stock to be offered to holders of SBBX Synergy Common Stock in connection with the Merger with the SEC under the Securities Act, Act and (iiy) of holding the SBBX Shareholders Synergy Stockholders Meeting, PFS NYB shall draft and prepare, and SBBX Synergy shall cooperate in the preparation of, the Merger Registration Statement, including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, including a proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and proxy statement, /prospectus in the form mailed to the SBBX shareholdersSynergy stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). PFS NYB shall use its reasonable best efforts to file the Merger Registration Statement, including the Proxy Statement-Prospectus, as promptly as practicable following with the date of this Agreement and in any event SEC within forty-five (45) 45 days from after the date hereof. Each of PFS NYB and SBBX Synergy shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and SBBX Synergy shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholdersits stockholders. PFS NYB shall also use its best 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 SBBX Synergy shall furnish all information concerning SBBX Synergy and the holders of SBBX Synergy Common Stock as may be reasonably requested in connection with any such action.