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. (b) First Community and the Wholly Owned Bank, within 30 days following execution and delivery of this Agreement, will file the Merger Application and take all other appropriate actions (except as otherwise specified in Section 5.4(a) above) necessary to obtain the regulatory approvals referred to in Sections 7.3 and 8.3 hereof, and the Minority Bank will use all reasonable and diligent efforts to assist in obtaining all such approvals. The obligation to take all appropriate actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority or other party that are not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretion, or to change the business practices of First Community, the Wholly Owned Bank or the Minority Bank, or any of their respective subsidiaries in a manner not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretion. In advance of filing any applications for such regulatory approvals, First Community and the Wholly Owned Bank shall provide the Minority Bank and its counsel with a copy of such applications (but excluding any information contained therein regarding First Community or the Wholly Owned Bank and its business or operations for which confidential treatment has been requested) 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 any regulatory authorities with respect to such applications. In addition, to the extent that any meetings with a Governmental Authority are scheduled in connection with such regulatory applications, First Community shall (a) advise the Minority Bank of such meeting and (b) shall invite a representative of the Minority Bank to attend such regulatory meeting subject to confidentiality considerations of First Community and the receipt of permission from such Governmental Authority.

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. (bB) NBC will use its best commercially reasonable efforts to obtain the regulatory approvals referred to in Article VI hereof and First Community and National will cooperate fully in the Wholly Owned Bank, within 30 days following execution and delivery process of obtaining all such approvals. As soon as reasonably practical after the date of this Merger Agreement, NBC will file the Merger Application and take make all other appropriate actions (except as otherwise specified in Section 5.4(a) above) initial filings necessary to obtain the regulatory approvals referred to in Sections 7.3 and 8.3 Article VI hereof, and the Minority Bank will use all reasonable and diligent efforts to assist in obtaining all such approvals. The obligation to take all appropriate reasonable actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority or other party that are not acceptable to First CommunityNBC, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretion, or to change the business practices of First Community, the Wholly Owned Bank or the Minority Bank, NBC or any of their respective subsidiaries in a manner not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretionNBC subsidiary. In advance of filing any applications for such regulatory approvals, First Community and the Wholly Owned Bank NBC shall provide the Minority Bank First National with copies of all applications filed and its counsel with a copy of such applications (but excluding any information contained therein regarding First Community or the Wholly Owned Bank and its business or operations for which confidential treatment has been requested) 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 any regulatory authorities with respect to such applications. In addition, to the extent that any meetings with a Governmental Authority are scheduled in connection with such regulatory applications, First Community shall (a) advise the Minority Bank of such meeting and (b) shall invite a representative of the Minority Bank to attend such regulatory meeting subject to confidentiality considerations of First Community and the receipt of permission from such Governmental Authorityall approvals when received.

Registration Statement and Regulatory Filings. As soon as practicable after the execution of this Agreement: (a) First Community Wintrust 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 Wintrust Common Stock to be issued pursuant to this Agreement and shall use its reasonable and diligent efforts to cause the same to become effective as soon as practicable 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 thereto reasonably acceptable to First Community, the Wholly Owned Bank Wintrust and the Minority BankCompany, prepared by First Community, the Wholly Owned Bank Wintrust and the Minority Bank Company for use in connection with the meeting of stockholders shareholders of the Minority Bank Company referred to in Section 5.3, all in accordance with the rules and regulations of the Commission. First Community Wintrust 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 Wintrust Common Stock. In advance of filing the Registration Statement, First Community Wintrust shall provide the Minority Bank Company 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 Company and its counsel of any material communication received by First Community Wintrust or its counsel from the Commission with respect to the Registration Statement. None of the information furnished by First Community, the Wholly Owned Bank Wintrust or the Minority Bank Company 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 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. (b) First Community and Wintrust shall file with the Wholly Owned BankFederal Reserve the Federal Reserve Application, within 30 days following execution and delivery of this Agreement, will file the Merger Application and take all other appropriate actions (except as otherwise specified in Section 5.4(a) above) necessary to obtain the regulatory approvals referred to in Sections Section 7.3 and 8.3 hereof, and the Minority Bank Company will use all reasonable and diligent efforts to assist in obtaining all such approvals. The obligation to take all appropriate actions Notwithstanding the preceding sentence, Wintrust shall not be construed as including an have no obligation to accept any terms nonstandard condition or restriction imposed or requested by the Federal Reserve in connection with the Federal Reserve Application unless (i) such condition or restriction was imposed in an approval order issued by the Federal Reserve within two (2) years of or conditions to the date hereof in a consent, authorization, ordersimilar transaction involving similarly situated parties and such order was publicly available as of the date hereof, or approval of(ii) such condition or restriction, individually or in the aggregate with any other restrictions and conditions, is not substantially detrimental to the business, prospects or financial condition of Wintrust or its subsidiaries, on the one hand, or any exemption by, any Governmental Authority or other party that are not acceptable to First Community, of the Wholly Owned Bank Company or the Minority Bank, each in its sole reasonable discretion, or to change on the business practices of First Community, the Wholly Owned Bank or the Minority Bank, or any of their respective subsidiaries in a manner not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretionother. In advance of filing any applications for such regulatory approvals, First Community and the Wholly Owned Bank Wintrust shall provide the Minority Bank Company and its counsel with a copy of such applications (but excluding any information contained therein regarding First Community or the Wholly Owned Bank Wintrust and its business or operations for which confidential treatment has been requested) and provide an opportunity to comment thereon, and thereafter shall promptly advise the Minority Bank Company and its counsel of any material communication received by First Community Wintrust or its counsel from any regulatory authorities with respect to such applications. In addition, to the extent that any meetings with a Governmental Authority are scheduled in connection with such regulatory applications, First Community shall (a) advise the Minority Bank of such meeting and (b) shall invite a representative of the Minority Bank to attend such regulatory meeting subject to confidentiality considerations of First Community and the receipt of permission from such Governmental Authority.

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. (b) First Community and the Wholly Owned Interim Bank, within 30 days following execution and delivery of this Agreement, will file the Merger Application and take all other appropriate actions (except as otherwise specified in Section 5.4(a) above) necessary to obtain the regulatory approvals referred to in Sections 7.3 and 8.3 hereof, and the Minority Bank will use all reasonable and diligent efforts to assist in obtaining all such approvals. The obligation to take all appropriate actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority or other party that are not acceptable to First Community, the Wholly Owned Bank Community or the Minority Bank, each in its sole reasonable discretion, or to change the business practices of First Community, the Wholly Owned Bank Community or the Minority Bank, or any of their respective subsidiaries in a manner not acceptable to First Community, the Wholly Owned Bank Community or the Minority Bank, each in its sole reasonable discretion. In advance of filing any applications for such regulatory approvals, First Community and the Wholly Owned Bank shall provide the Minority Bank and its counsel with a copy of such applications (but excluding any information contained therein regarding First Community or the Wholly Owned Bank and its business or operations for which confidential treatment has been requested) 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 any regulatory authorities with respect to such applications. In addition, to the extent that any meetings with a Governmental Authority are scheduled in connection with such regulatory applications, First Community shall (a) advise the Minority Bank of such meeting and (b) shall invite a representative of the Minority Bank to attend such regulatory meeting subject to confidentiality considerations of First Community and the receipt of permission from such Governmental Authority.

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. (b) First Community and Allegiant, as soon as practicable after the Wholly Owned Bank, within 30 days following execution and delivery of this Agreement, will file the Merger Application and using its best efforts, shall take all other appropriate actions (except as otherwise specified in Section 5.4(a) above) necessary to obtain the regulatory approvals referred to in Sections 7.3 6.1(c) and 8.3 hereof6.2(c) hereof including making all -------------------------- appropriate initial filings necessary to obtain such regulatory approvals, and Equality shall cooperate fully in the Minority Bank will use all reasonable and diligent efforts to assist in process of obtaining all such approvals. The obligation to take all appropriate actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority or other party that are not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretion, or to change the business practices of First Community, the Wholly Owned Bank or the Minority Bank, or any of their respective subsidiaries in a manner not acceptable to First Community, the Wholly Owned Bank or the Minority Bank, each in its sole reasonable discretion. In advance of filing any applications for such regulatory approvals, First Community and the Wholly Owned Bank Allegiant shall provide the Minority Bank Equality with copies of all applications filed and its counsel with a copy of such applications (but excluding any information contained therein regarding First Community or the Wholly Owned Bank and its business or operations for which confidential treatment has been requested) 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 any regulatory authorities with respect to such applications. In addition, to the extent that any meetings with a Governmental Authority are scheduled in connection with such regulatory applications, First Community shall (a) advise the Minority Bank of such meeting and (b) shall invite a representative of the Minority Bank to attend such regulatory meeting subject to confidentiality considerations of First Community and the receipt of permission from such Governmental Authorityall approvals when received.