Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. (a) Washington Mutual agrees to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Washington Mutual with the SEC in connection with the issuance of Washington Mutual Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Washington Mutual and Ahmanson constituting a part thereof (the "Joint Proxy Statement") and all related documents). Ahmanson agrees to cooperate, and to cause its Subsidiaries to cooperate, with Washington Mutual, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement; and provided that Ahmanson and its Subsidiaries have cooperated as required above, Washington Mutual agrees to file the Joint Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Joint Proxy Statement are resolved. Each of Washington Mutual and Ahmanson agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual also agrees to use all 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. Ahmanson agrees to furnish to Washington Mutual all information concerning Ahmanson, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Joint Proxy Statement. (a) Washington Mutual MutualFirst agrees to promptly prepare a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) which, subject to compliance by MFB with Section 7.4(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by Washington Mutual MutualFirst with the SEC in connection with the issuance of Washington Mutual MutualFirst Common Stock in the Merger (including the a combined proxy statement and prospectus and other proxy solicitation materials of Washington Mutual MutualFirst and Ahmanson MFB constituting a part thereof (the "“Joint Proxy Statement"-Prospectus”) and all related documents). Ahmanson MFB agrees to cooperate, and to cause its Subsidiaries Subsidiaries, its counsel and its accountants to cooperate, with Washington MutualMutualFirst, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement-Prospectus; and provided that Ahmanson MFB and its Subsidiaries have cooperated as required above, Washington Mutual MutualFirst agrees to file the Registration Statement (or the form of the Joint Proxy Statement Statement-Prospectus) in preliminary form with the SEC as promptly as reasonably practicable, practicable and shall use reasonable best efforts to file the Registration Statement with the SEC as soon as reasonably practicable cause such filing to occur within forty-five (45) days after any SEC comments with respect to the preliminary Joint Proxy Statement are resolvedexecution of this Agreement. Each of Washington Mutual and Ahmanson Party agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual MutualFirst also agrees to use all reasonable best efforts to obtain obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out for the transactions contemplated by this Agreementissuance of MutualFirst Common Stock in the Merger. Ahmanson MFB agrees to furnish to Washington Mutual MutualFirst all information concerning AhmansonMFB, its Subsidiaries, officers, directors and stockholders shareholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Joint Proxy Statement. (a) Washington Mutual agrees As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate in preparing and each shall cause to be filed with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") relating to the meetings of Parent's and the Company's stockholders to be held to consider approval and adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 or other applicable form (together with all amendments thereto, the "REGISTRATION STATEMENT") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock and Parent Voting Preferred Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement") , and shall use its reasonable best efforts to be filed by Washington Mutual with the SEC take all or any action required under any applicable federal or state securities Laws in connection with the issuance of Washington Mutual shares of Parent Common Stock and Parent Voting Preferred Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in the Merger (including the proxy statement connection with such actions and prospectus and other proxy solicitation materials of Washington Mutual and Ahmanson constituting a part thereof (the "Joint Proxy Statement") and all related documents). Ahmanson agrees to cooperate, and to cause its Subsidiaries to cooperate, with Washington Mutual, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement; and provided that Ahmanson and its Subsidiaries have cooperated as required above, Washington Mutual agrees to file the Joint Proxy Statement in preliminary form with the SEC as . As promptly as reasonably practicable, and to file practicable after the Registration Statement with shall have become effective, each of Parent and the SEC as soon as reasonably practicable after any SEC comments with respect Company shall mail the Proxy Statement to its stockholders. Subject to the preliminary Joint provisions of Section 6.4, the Proxy Statement are resolved. Each shall include (i) the recommendation of Washington Mutual the Parent Board to the stockholders of Parent in favor of approval and Ahmanson agrees adoption of this Agreement and (ii) the recommendation of the Company Board to use all reasonable efforts to cause the Registration Statement to be declared effective under stockholders of the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits Company in favor of approval and approvals required to carry out the transactions contemplated by adoption of this Agreement. Ahmanson agrees to furnish to Washington Mutual all information concerning Ahmanson, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Joint Proxy Statement. (a) Washington Mutual agrees FCB and NMB will cooperate in ensuring that all filings required pursuant to SEC Rules 165, 425 and 14a-12 are timely and properly made. The parties agree jointly to prepare a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Washington Mutual Merger Sub with the SEC in connection with the issuance of Washington Mutual Surviving Corporation Common Stock in the Merger Mergers (including the proxy statement and prospectus and other proxy solicitation materials of Washington Mutual FCB, NMB and Ahmanson Merger Sub constituting a part thereof (the "“Joint Proxy Statement"”) and all related documents). Ahmanson agrees The parties agree to cooperate, and to cause its their Subsidiaries to cooperate, with Washington Mutualthe other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement; and provided that Ahmanson both parties and its their respective Subsidiaries have cooperated as required above, Washington Mutual agrees FCB and NMB agree to file the Joint Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and or cause to file be filed the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Joint Proxy Statement are resolvedpracticable. Each of Washington Mutual FCB and Ahmanson NMB agrees to use Table of Contents all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual NMB also agrees to use all 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. Ahmanson FCB agrees to furnish to Washington Mutual NMB all information concerning AhmansonFCB, its Subsidiaries, officers, directors and stockholders shareholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Joint Proxy Statement. (a) Washington Mutual agrees The parties agree jointly to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Washington Mutual First Security with the SEC in connection with the issuance of Washington Mutual Surviving Corporation Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Washington Mutual Zions and Ahmanson First Security constituting a part thereof (the "Joint Proxy Statement") and all related documents). Ahmanson agrees The parties agree to cooperate, and to cause its their Subsidiaries to cooperate, with Washington Mutualthe other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement; and provided that Ahmanson both parties and its their respective Subsidiaries have cooperated as required above, Washington Mutual agrees First Security and Zions agree to file the Joint Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and First Security agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Joint Proxy Statement are resolved. Each of Washington Mutual Zions and Ahmanson First Security agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual Zions also agrees to use all 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. Ahmanson Zions agrees to furnish to Washington Mutual First Security all information concerning AhmansonZions, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.

Registration Statement and Joint Proxy Statement. (a) Washington Mutual agrees The parties agree jointly to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Washington Mutual AmSouth with the SEC in connection with the issuance of Washington Mutual AmSouth Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Washington Mutual AmSouth and Ahmanson First American constituting a part thereof (the "Joint Proxy Statement") and all related documents). Ahmanson agrees The parties agree to cooperate, and to cause its their Subsidiaries to cooperate, with Washington Mutualthe other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement; and provided that Ahmanson both parties and its their respective Subsidiaries have cooperated as required above, Washington Mutual agrees AmSouth and First American agree to file the Joint Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and AmSouth agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Joint Proxy Statement are resolved. Each of Washington Mutual AmSouth and Ahmanson First American agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Washington Mutual AmSouth also agrees to use all 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. Ahmanson First American agrees to furnish to Washington Mutual AmSouth all information concerning AhmansonFirst American, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing.