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

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint Proxy Statement (the "Joint Proxy Statement"), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint Proxy Statement (the "Joint Proxy Statement"), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT") in which the Joint Proxy Statement shall be included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint Proxy Statement (the "Joint Proxy Statement"), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning -45- Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint Proxy Statement (the "Joint Proxy StatementJOINT PROXY STATEMENT"), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT") in which the Joint Proxy Statement shall be included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint Proxy Statement (the "Joint Proxy Statement"), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a Joint joint proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Joint Proxy StatementCompany Stockholders' Meeting"), ) to be held to consider approval of this Agreement and the Merger and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be included as a prospectus prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Shares to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall each use all commercially its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, and prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock Shares pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the The Company shall furnish all information concerning the Company as Parent may reasonably request, request in connection with such actions and Parent shall furnish all information concerning Parent as the Company may reasonably requestpreparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to its respective shareholdersstockholders.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent CFW and the Company shall prepare and CFW shall file with the SEC a Joint Proxy Statement (the "Joint Proxy Statement"), and (ii) Parent CFW shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Joint Proxy Statement shall be ----------------------- included as a prospectus in connection with the registration under the Securities Act of the shares of Parent CFW Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Parent CFW and the Company shall each use all commercially its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent CFW shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent CFW Common Stock pursuant to the Merger. In The Company shall furnish all information concerning the Company as CFW may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent CFW and the Company shall mail the Joint Proxy Statement to its respective shareholders.