Common use of Registration Statement and Proxy Statement/Prospectus Clause in Contracts

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning Xxxxx and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx necessary in order to make the statements therein with respect to Xxxxx, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx in all material respects with the provisions of applicable Law. (a) The Xxxxx Board has resolved to recommend to the Xxxxx shareholders that they approve this Agreement and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx Board that the shareholders of Xxxxx vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx as soon as practicable after the Registration Statement becomes effective with the SEC. (b) If Xxxxx becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx TBT agrees to cooperate and assist EQBK FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK FFIN all information concerning Xxxxx TBT and each of its Subsidiaries that EQBK FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx TBT or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx TBT and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx TBT necessary in order to make the statements therein with respect to XxxxxTBT, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx TBT is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx TBT in all material respects with the provisions of applicable Law. (ab) The Xxxxx TBT Board has resolved to recommend to the Xxxxx TBT shareholders that they approve this Agreement Agreement, the Merger and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, transactions contemplated herein and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx Board that the shareholders of Xxxxx vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx as soon as practicable after the Registration Statement becomes effective with the SEC. (bc) If Xxxxx TBT becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx TBT shall promptly inform EQBK FFIN thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx CBI agrees to cooperate and assist EQBK FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK FFIN all information concerning Xxxxx CBI and each of its Subsidiaries that EQBK FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx CBI or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx CBI and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx CBI necessary in order to make the statements therein with respect to XxxxxCBI, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx CBI is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx CBI in all material respects with the provisions of applicable Law. (ab) The Xxxxx CBI Board has resolved to recommend to the Xxxxx CBI shareholders that they approve this Agreement Agreement, the Merger and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, transactions contemplated herein and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The CBI Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx CBI Board that the shareholders of Xxxxx CBI vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK FFIN to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx CBI as soon as practicable after the Registration Statement becomes effective with the SEC. (bc) If Xxxxx CBI becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx CBI shall promptly inform EQBK FFIN thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx Cache agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning Xxxxx Cache and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx Cache or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx Cache and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx Cache necessary in order to make the statements therein with respect to XxxxxCache, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx Cache is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx Cache in all material respects with the provisions of applicable Law. (ab) The Xxxxx Cache Board has resolved to recommend to the Xxxxx Cache shareholders that they approve this Agreement and Agreement, the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The Cache Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx Cache Board that the shareholders of Xxxxx Cache vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx Cache as soon as practicable after the Registration Statement becomes effective with the SEC. (bc) If Xxxxx Cache becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx Cache shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx agrees OSB and the Bank agree to cooperate and assist EQBK FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK FFIN all information concerning Xxxxx and each of its Subsidiaries OSB that EQBK FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx OSB or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx OSB and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx OSB necessary in order to make the statements therein with respect to XxxxxOSB, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx OSB is responsible for filing with any Regulatory Agency regulatory or governmental agency in connection with the Merger shall comply with respect to Xxxxx OSB in all material respects with the provisions of applicable Lawlaw. (ab) The Xxxxx OSB Board has resolved to recommend to the Xxxxx OSB shareholders that they approve this Agreement and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The OSB Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx OSB Board that the shareholders of Xxxxx OSB vote in favor of this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable best efforts to obtain such shareholder approval of this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger and the transactions contemplated hereby, and (iii) perform such other acts as may reasonably be requested by EQBK FFIN to ensure that such shareholder approval of this Agreement, the sale of substantially all of the assets of OSB as contemplated by this Agreement, the Merger and the transactions contemplated hereby are obtained, and ; and (ivc) cause Cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx OSB as soon as practicable after the effectiveness of the Registration Statement becomes effective with the SECStatement. (bd) If Xxxxx becomes aware prior to Neither, OSB nor the Effective Time of Bank shall, and OSB and the Bank shall cause their respective directors, officers not to, take any information action that would cause any could reasonably require the registration of the statements in Stock Consideration under the Proxy Statement/Prospectus to be false Securities Act or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectusstate’s securities laws.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx Xxxxxxx agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning Xxxxx Xxxxxxx and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx Eastman or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx Xxxxxxx and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx Xxxxxxx necessary in order to make the statements therein with respect to XxxxxEastman, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx Xxxxxxx is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx Xxxxxxx in all material respects with the provisions of applicable Law. (ab) The Xxxxx Xxxxxxx Board has resolved to recommend to the Xxxxx Xxxxxxx shareholders that they approve this Agreement Agreement, the Merger and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, transactions contemplated herein and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The Xxxxxxx Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx Xxxxxxx Board that the shareholders of Xxxxx Xxxxxxx vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx Xxxxxxx as soon as practicable after the Registration Statement becomes effective with the SEC. (bc) If Xxxxx Xxxxxxx becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx Xxxxxxx shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx KBC agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning Xxxxx KBC and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx KBC or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx KBC and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx KBC necessary in order to make the statements therein with respect to XxxxxKBC, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx KBC is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to Xxxxx KBC in all material respects with the provisions of applicable Law. (ab) The Xxxxx KBC Board has resolved to recommend to the Xxxxx KBC shareholders that they approve this Agreement Agreement, the Merger and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, transactions contemplated herein and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The KBC Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx KBC Board that the shareholders of Xxxxx KBC vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx KBC as soon as practicable after the Registration Statement becomes effective with the SEC. (bc) If Xxxxx KBC becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx KBC shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx Prairie agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning Xxxxx Prairie and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Prairie Board effects a Change in Recommendation, Xxxxx Prairie may cease to use such efforts. To the extent requested by EQBK, Prairie will engage a mutually acceptable certified public accounting firm to perform an audit of Prairie’s financial statements for 2015 and, if necessary, 2016 for inclusion in the Registration Statement or other filing with the SEC by EQBK; provided, that EQBK shall pay for or otherwise be responsible for one-half of the costs, fees and expenses relating to the performance of such audit(s) as contemplated by and in accordance with Section 1.06(a)(I). A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx Prairie of this Agreement. None of the information supplied or to be supplied by Xxxxx Prairie or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx Prairie and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx Prairie necessary in order to make the statements therein with respect to XxxxxPrairie, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx Prairie is responsible for filing with any Regulatory Agency regulatory or governmental agency in connection with the Merger shall comply with respect to Xxxxx Prairie in all material respects with the provisions of applicable Law. (a) The Xxxxx Prairie Board has resolved to recommend to the Xxxxx Prairie shareholders that they approve this Agreement and the Merger and, subject to a Change in Recommendation in accordance with Section 5.22, shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx Prairie Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx Prairie Board that the shareholders of Xxxxx Prairie vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx Prairie as soon as practicable after the Registration Statement becomes effective with the SEC. (b) If Xxxxx Prairie becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx Prairie shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) Xxxxx FBC agrees to cooperate and assist EQBK FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Class A FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK FFIN all information concerning Xxxxx FBC and each of its Subsidiaries the Bank that EQBK FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by Xxxxx FBC or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of Xxxxx FBC and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to Xxxxx FBC necessary in order to make the statements therein with respect to XxxxxFBC, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that Xxxxx FBC is responsible for filing with any Regulatory Agency regulatory or governmental agency in connection with the Merger shall comply with respect to Xxxxx FBC in all material respects with the provisions of applicable Lawlaw. (ab) The Xxxxx FBC Board has resolved to recommend to the Xxxxx FBC shareholders that they approve this Agreement and Agreement, the Merger andAgreement, subject to a Change in Recommendation in accordance with Section 5.22, the Merger and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. Subject to a Change in Recommendation in accordance with Section 5.22, the Xxxxx The FBC Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the Xxxxx FBC Board that the shareholders of Xxxxx FBC vote in favor of this Agreement, the Merger Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK FFIN to ensure that such shareholder approval of this Agreement, the Merger Agreement, the Merger and the transactions contemplated hereby are obtained, and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Xxxxx FBC as soon as practicable after the Registration Statement becomes effective with the SEC. (b) If Xxxxx becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, Xxxxx shall promptly inform EQBK thereof and take the necessary steps to correct the Proxy Statement/Prospectus.