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

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser the Ambanc Common Stock for issuance to be issued to holders of the Company Shares Common Stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8 hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, and (ii) of holding the meeting of the Company's shareholders to vote upon the approval of this Agreement Company Shareholders' Meeting and the Merger and the other transactions contemplated hereby (collectivelyAmbanc Shareholders' Meeting, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended, amended (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of TCG Stock for issuance to holders of the Company Shares shares of ACC Class A Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, Laws and (ii) holding the meeting of the Company's shareholders ACC stockholders to vote upon the approval of this Agreement and approve the Merger and the other transactions contemplated hereby (collectively, the "Company ACC Proposals"), Purchaser TCG and the Company ACC will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company ACC and, if required, TCG to its shareholderstheir respective stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals") and (iii) holding the meeting of Purchaser's shareholders to vote upon issuance of Purchaser Stock to holders of the Company Shares in the Merger as contemplated by this Agreement (the "Purchaser Proposal"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company and Purchaser to its their respective shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsLaws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company Proposals") and (iii) holding the meeting of Purchaser's stockholders to vote upon issuance of Purchaser Stock to the Company Shareholders in the Merger and the change in the name of Purchaser to "Visionics Corporation" as contemplated by Section 1.16 of this Agreement (the "Purchaser Proposals"), Purchaser 15 and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/prospectus/ proxy statement in the form mailed by the Company and Purchaser to its shareholderstheir respective shareholders and stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."