Common use of Registration Statement and Regulatory Filings Clause in Contracts

Registration Statement and Regulatory Filings. (a) First Community shall file with the Commission within 75 days after the execution of this Agreement or as soon as practicable after the end of such 75 day period, a registration statement on an appropriate form under the Securities Act covering the First Community Common Stock to be issued pursuant to this Agreement and shall use its reasonable and diligent efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such registration statement and any amendments and supplements thereto are referred to herein as the “Registration Statement.” The Registration Statement shall include a Proxy Statement/Prospectus reasonably acceptable to First Community, the Wholly Owned Bank and the Minority Bank, prepared by First Community, the Wholly Owned Bank and the Minority Bank for use in connection with the meeting of stockholders of the Minority Bank referred to in Section 5.3, all in accordance with the rules and regulations of the Commission. First Community shall, as soon as practicable after the execution of this Agreement, make all filings, if any, required to obtain all blue sky permits, authorizations, consents or approvals required for the issuance of First Community Common Stock. In advance of filing the Registration Statement, First Community shall provide the Minority Bank and its counsel with a copy of the Registration Statement and provide an opportunity to comment thereon, and thereafter shall promptly advise the Minority Bank and its counsel of any material communication received by First Community or its counsel from the Commission with respect to the Registration Statement. None of the information furnished by First Community, the Wholly Owned Bank or the Minority Bank for inclusion in the Registration Statement, the Proxy Statement/Prospectus or any other document filed with the Commission or any state securities commission, at the respective times at which such documents are filed with the Commission or such state securities commission, or, in the case of the Registration Statement, when it becomes effective, or in the case of the Proxy Statement/Prospectus, when mailed or at the time of the Stockholders Meeting, shall be false or misleading with respect to any material fact or shall omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (First Community Financial Partners, Inc.), Agreement and Plan of Merger (First Community Financial Partners, Inc.), Agreement and Plan of Merger (First Community Financial Partners, Inc.)

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Registration Statement and Regulatory Filings. (a) First Community Allegiant shall file with the Commission within 75 days after the execution of this Agreement or SEC as soon as practicable after the end execution of such 75 day periodthis Agreement, using its best efforts, a registration statement Registration Statement on an appropriate form under the Securities Act covering the First Community Allegiant Common Stock to be issued pursuant to this Agreement and shall use its reasonable and diligent best efforts to cause the same to become effective effective, and thereafter, until the Effective Time or termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such registration statement Registration Statement and any amendments and supplements thereto are referred to herein as the "Registration Statement." The Registration Statement shall include a ---------------------- the Joint Proxy Statement/Prospectus reasonably acceptable to First Community, the Wholly Owned Bank Allegiant and the Minority BankEquality, prepared by First Community, the Wholly Owned Bank Allegiant and the Minority Bank Equality for use in connection with the meeting of stockholders of Equality Shareholders Meeting and the Minority Bank referred to in Section 5.3Allegiant Shareholders Meeting, all in accordance with the rules and regulations of the CommissionSEC. First Community Allegiant shall, as soon as practicable after the execution of this Agreement, make all filings, if any, required to obtain all blue sky permits, authorizations, consents or approvals required for the issuance of First Community Allegiant Common Stock. In advance of filing the Registration Statement, First Community Allegiant shall provide the Minority Bank Equality and its counsel with a copy of the Registration Statement and provide an opportunity to comment thereon, and thereafter shall promptly advise the Minority Bank Equality and its counsel of any material communication received by First Community Allegiant or its counsel from the Commission SEC with respect to the Registration Statement. None Each of Allegiant and Equality covenant that none of the information furnished by First CommunityAllegiant or Equality, the Wholly Owned Bank or the Minority Bank respectively, for inclusion in the Registration Statement, the Joint Proxy Statement/Prospectus or any other document filed with the Commission SEC or any state securities commission, at the respective times at which such documents are filed with the Commission SEC or such state securities commission, or, in the case of the Registration Statement, when it becomes effective, or in the case of the Joint Proxy Statement/Prospectus, when mailed or at the time of the Stockholders Equality Shareholders Meeting or the Allegiant Shareholders Meeting, shall be false or misleading with respect to any material fact or shall omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allegiant Bancorp Inc)

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Registration Statement and Regulatory Filings. (aA) First Community NBC shall file with the Commission within 75 days SEC as soon as reasonably practical after the execution of this Agreement or as soon as practicable after the end of such 75 day periodMerger Agreement, a registration statement Registration Statement on an appropriate form under the Securities Act covering the First Community Common Stock NBC common stock to be issued pursuant to this Merger Agreement and shall use its reasonable and diligent best efforts to cause the same to become effective and thereafter, until the Effective Time or termination of this Merger Agreement, to keep the same effective and, if necessary, amend and supplement the same. Such registration statement Registration Statement and any amendments and supplements thereto are referred to herein as the "Registration Statement.” ". The Registration Statement shall include a Proxy Statement/Prospectus thereto reasonably acceptable to NBC and First Community, the Wholly Owned Bank and the Minority BankNational, prepared by NBC and First Community, the Wholly Owned Bank and the Minority Bank National for use in connection with the meeting of stockholders the shareholders of the Minority Bank First National referred to in Section 5.37.6 of this Merger Agreement, all in accordance with the rules and regulations of the CommissionSEC. First Community NBC shall, as soon as practicable reasonably practical after the execution of this Merger Agreement, make all filings, if any, required to obtain all blue sky Blue Sky permits, authorizations, consents or approvals required for the issuance of First Community Common StockNBC Converted Shares. In advance of filing the Registration Statement, First Community NBC shall provide the Minority Bank First National and its counsel with a copy of the Registration Statement and provide an opportunity to comment thereon, and thereafter shall promptly advise the Minority Bank First National and its counsel of any material communication received by First Community NBC or its counsel from the Commission SEC with respect to the Registration Statement. None of the information furnished by NBC or First Community, the Wholly Owned Bank or the Minority Bank National for inclusion in the Registration Statement, the Proxy Statement/Prospectus or any other document filed with the Commission SEC or any state securities commissionState Securities Commission, at the respective times at which such documents document are filed with the Commission SEC or such state securities commissionState Securities Commission, or, in the case of the Registration Statement, when it becomes effective, or in the case of the Proxy Statement/Prospectus, when mailed or at the time of the Stockholders MeetingFirst National shareholders meeting, shall be false or misleading with respect to any material fact or shall omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were are made, not misleading.

Appears in 1 contract

Samples: Definitive Agreement (NBC Capital Corp)

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