Common use of REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS Clause in Contracts

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura Common Stock upon consummation of the Merger. Triangle shall furnish all information concerning it and the holders of its capital stock as Centura may reasonably request in connection with such action. Triangle shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. Centura shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of the issuance of shares of Centura Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura and Triangle shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura and Triangle shall recommend to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura and Triangle shall use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura and Triangle may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE.

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. (a) As promptly as reasonably practicable following the date hereof, CIMA and aaiPharma shall prepare and file with the SEC mutually acceptable joint proxy materials relating to the CIMA Meeting and the aaiPharma Meeting (such proxy statement, and any amendments or supplements thereto, the "Joint Proxy Statement"), and aaiPharma shall cause Holding Company to prepare and file a registration statement on Form S-4 with respect to the issuance of HoldCo Common Stock pursuant to the Mergers (the "Registration Statement"; the prospectus contained in the Registration Statement together with the Proxy Statement, the "Joint Proxy Statement/Prospectus"). Each of CIMA and aaiPharma agrees to cooperate, and to cause its Subsidiaries to cooperate, with the other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement. The Joint Proxy Statement shall be included in and shall constitute a part of the Registration Statement as Holding Company's prospectus. The Registration Statement and the Joint Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of CIMA and aaiPharma shall use reasonable best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after the date hereof and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the other transactions contemplated thereby. CIMA and aaiPharma shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement received from the SEC. CIMA and aaiPharma shall provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and the Joint Proxy Statement prior to filing such with the SEC, and will promptly provide the other party with a copy of all such filings made with the SEC. CIMA and aaiPharma shall mail the Joint Proxy Statement/Prospectus to their respective stockholders, in each case, as soon as reasonably practicable after execution of this Agreement, Centura shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become is declared effective under the 1933 Securities Act and the Joint Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA and aaiPharma shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the CIMA Meeting and the aaiPharma Meeting. aaiPharma shall cause Holding Company to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the any applicable federal or state Blue Sky or securities Laws laws in connection with the issuance of the shares of Centura HoldCo Common Stock upon consummation pursuant to the transactions contemplated by this Agreement. Each of the Merger. Triangle CIMA, aaiPharma and Holding Company shall furnish all information concerning it and the holders of its capital stock as Centura any party hereto may reasonably request in connection with such action. Triangle shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after actions and the preparation of the Registration Statement is declared effective by and the SECProxy Statement. (b) Each of aaiPharma and CIMA will advise the other party, for promptly after it receives notice thereof, of the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. Centura shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after time when the Registration Statement is declared effective by the SEChas become effective, for the purpose of voting upon approval of the issuance of shares any stop order, the suspension of Centura the qualification of the HoldCo Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In issuable in connection with the Stockholders' MeetingsMergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement. (c) aaiPharma, CIMA and Holding Company each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) Centura the Registration Statement will, at the time the Registration Statement and Triangle shall prepare each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and file with (ii) the SEC a Joint Proxy Statement and mail such Joint Proxy Statement any amendment or supplement thereto will, at the date of mailing to their respective stockholders, (ii) stockholders and at the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura and Triangle shall recommend to their respective stockholders the approval time of the matters submitted for approvalaaiPharma Meeting or the CIMA Meeting, and (iv) as the Boards case may be, contain any untrue statement of Directors and officers of Centura and Triangle shall use their reasonable efforts a material fact or omit to obtain such stockholders' approvals, provided that each of Centura and Triangle may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is state any material fact required to be disclosed stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. If, at any time prior to the Effective Time, any information relating to CIMA, aaiPharma, Holding Company or any of their Subsidiaries, or any of their respective Affiliates, officers or directors, should be discovered by CIMA, aaiPharma or Holding Company that should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in any light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other document party hereto and, to the extent required to by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of CIMA and aaiPharma. (includingd) Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Registration Statement shall be made without limitationthe approval of both aaiPharma and CIMA, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a Solicitation/party which are incorporated by reference in the Registration Statement or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; provided, further, that CIMA, in connection with a Change in the CIMA Recommendation (as defined in Section 6.02(f)), and aaiPharma, in connection with a Change in the aaiPharma Recommendation (as defined in Section 6.02(e)), may amend or supplement the Joint Proxy Statement on Schedule 14D-9or Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, the right of approval shall apply only with respect to information relating to the other party or otherwise required its business, financial condition or results of operations, and shall be subject to be publicly disclosed the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement or Registration Statement (including by applicable Law incorporation by reference) to the extent it contains (i) a Change in the CIMA Recommendation or regulations or rules a Change in the aaiPharma Recommendation (as the case may be), (ii) a statement of the NYSEreasons of the CIMA Board or the aaiPharma Board (as the case may be) for making such Change in the CIMA Recommendation or Change in the aaiPharma Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing.

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura UPC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura UPC Common Stock upon consummation of the Merger. Triangle Magna shall furnish all information concerning it and the holders of its capital stock as Centura UPC may reasonably request in connection with such action. Triangle Magna shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) this Agreement and the Plan of Merger and (ii) such other related matters as it deems appropriate. Centura UPC shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) the UPC Charter Amendment (to the extent such amendment is not previously approved at the 1998 annual meeting of stockholders of UPC), (ii) the issuance of shares of Centura UPC Common Stock pursuant to the Merger Merger, and (iii) such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura UPC and Triangle Magna shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura UPC and Triangle Magna shall recommend to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura UPC and Triangle Magna shall use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura UPC and Triangle Magna may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE.

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura UPC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura UPC Common Stock upon consummation of the Merger. Triangle Magna shall furnish all information concerning it and the holders of its capital stock stock, as Centura UPC may reasonably request in connection with such action. Triangle Magna shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) this Agreement and the Plan of Merger and (ii) such other related matters as it deems appropriate. Centura UPC shall call a Stockholders' Meeting, to be he held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) the UPC Charter Amendment (to the extent such amendment is not previously approved at the 1998 annual meeting of stockholders of UPC), (ii) the issuance of shares of Centura UPC Common Stock pursuant to the Merger Merger, and (iii) such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura UPC and Triangle Magna shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura UPC and Triangle Magna shall recommend to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura UPC and Triangle Magna shall use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura UPC and Triangle Magna may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE.

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura Regions shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura Regions Common Stock upon consummation of the Merger. Triangle FCC shall furnish all information concerning it and the holders of its capital stock as Centura Regions may reasonably request in connection with such action. Triangle FCC shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. Centura Regions shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the issuance of shares of Centura Regions Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura Regions and Triangle FCC shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura Regions and Triangle FCC shall recommend to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura and Triangle shall use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura and Triangle may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE.the

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura Regions shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act (provided that the Parties shall cooperate to cause the Registration Statement to be declared effective and the Joint Proxy Statement to be mailed to the Parties' respective stockholders at such time as will afford the Parties the maximum opportunity to purchase shares of Regions Common Stock or First National Common Stock in the open market) and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura Regions Common Stock upon consummation of the Merger. Triangle First National shall furnish all information concerning it and the holders of its capital stock as Centura Regions may reasonably request in connection with such action. Triangle First National shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. Centura Regions shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of the issuance of shares of Centura Regions Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura Regions and Triangle First National shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura Regions and Triangle First National shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura Regions and Triangle First National shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura and Triangle may withdraw, modify, or change in an adverse manner to the other Party its recommendations if the Board of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE.

REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER APPROVALS. As soon as reasonably practicable after execution of this Agreement, Centura FCC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Centura FCC Common Stock upon consummation of the Merger. Triangle Carolina First shall furnish all information concerning it and the holders of its capital stock as Centura FCC may reasonably request in connection with such action. Triangle Carolina First shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement Agreement, the Merger, and such other related matters as it deems appropriate. Centura FCC shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement, the Merger, and the issuance of shares of Centura FCC Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the Stockholders' Meetings, (i) Centura FCC and Triangle Carolina First shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, (iii) the Boards of Directors of Centura FCC and Triangle shall Carolina First shall, subject to the provisions of Section 8.8, recommend to their respective stockholders the approval of the matters submitted for approval, and (iv) the Boards of Directors and officers of Centura FCC and Triangle Carolina First shall use their reasonable efforts to obtain such stockholders' approvals, provided that each of Centura and Triangle Carolina First may withdraw, modify, or change in an adverse manner to the other Party FCC its recommendations if in compliance with the Board provisions of Directors of such Party, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of such Party's Board of Directors under applicable LawSection 8.8. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSENASD. Carolina First and FCC shall use their reasonable efforts to include the fairness opinions of The Xxxxxxxx-Xxxxxxxx Company, LLC and Wheat First Securities respectively in the Joint Proxy Statement and Registration Statement with dates updated to a date that is just prior to the mailing of the Joint Proxy Statement.