Registration Statement; Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after execution of this Agreement, GB&T 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 GB&T Common Stock upon consummation of the Merger. CT Financial Services shall furnish all information concerning it and the holders of its capital stock as GB&T may reasonably request in connection with such action.
(b) CT Financial Services shall call a Shareholders' 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 CT Financial Services deems appropriate.
(c) GB&T shall call a Shareholders' 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 GB&T deems appropriate.
(d) In connection with both the CT Financial Services and GB&T Shareholders' Meetings, (i) GB&T shall prepare and file with the SEC on their joint behalf a Joint Proxy Statement (which shall be included in the Registration Statement) and mail it to both CT Financial Services's and GB&T's shareholders, (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 CT Financial Services and GB&T shall recommend (subject to compliance with the fiduciary duties of the members of the Boards of Directors as advised by counsel) to their shareholders the approval of this Agreement and (iv) the Boards of Directors and officers of both CT Financial Services and GB&T shall use their reasonable efforts to obtain such shareholders' approval (subject to compliance with their fiduciary duties as advised by counsel).
Registration Statement; Proxy Statement; Shareholder Approval. Horizon and City Holding will duly call and will hold meetings of their shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully with the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus") and City Holding will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement declared effective. In connection with the foregoing, City Holding will comply with the requirements of the 1933 Act, the 1934 Act, the Nasdaq Stock Market and the rules and regulations of the SEC under such acts with respect to the offering and sale of City Holding Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until the Registration Statement shall have become effective under the 1933 Act. Horizon covenants that none of the information supplied by Horizon and City Holding covenants that none of the information supplied by City Holding in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus re...
Registration Statement; Proxy Statement; Shareholder Approval. 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 UPC Common Stock upon consummation of the Merger. Magna shall furnish all information concerning it and the holders of its capital stock as UPC may reasonably request in connection with such action. Magna shall call a Shareholders' 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. In connection with the Shareholders' Meeting, (i) Magna shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of Magna shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvals.
Registration Statement; Proxy Statement; Shareholder Approval. As promptly as practicable after the execution of this Agreement, each of Parent and Subject Company shall prepare and file the Registration Statement, of which the Subject Company Proxy Statement shall form a part, with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and Parent shall 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 Parent Common Stock upon consummation of the Merger. Each of Parent and Subject Company shall furnish all information concerning it and the holders of its capital stock as the other Party may reasonably request in connection with such action. Each of Parent and Subject Company shall use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Parent shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective through the Effective Time. No amendment or supplement to the Registration Statement shall be made by Parent or Subject Company without the approval of the other party. Parent and Subject Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order suspending the effectiveness of the Registration Statement or the solicitation of proxies pursuant to the Subject Company Proxy Statement, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the SEC for amendment of the Registration Statement, the Subject Company Proxy Statement or, if it relates to the proposed amendment to increase the number of authorized shares of Parent Common Stock, the Parent Proxy Statement, the receipt from the staff of the SEC of comments thereon or any request by the staff of the SEC for additional information with respect thereto. All documents that Parent or Subject Company are responsible for filing with the SEC in connection with the transactions contemplated hereby shall as the time of filing comply as to form in all material res...
Registration Statement; Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement (and in no event later than 60 days following receipt of Career Mosaic Financial Statements which comply in all material respects with the requirements of the applicable Securities Laws for inclusion in the Registration Statement), HeadXxxxxx.XXX, XXA and Career Mosaic jointly shall prepare and file the Registration Statement with the SEC and each shall use its commercially reasonable best efforts to (i) cause the Registration Statement to become effective under the 1933 Act, (ii) take any action required to be taken under applicable state securities Laws in connection with the issuance of the shares of HeadXxxxxx.XXX xxxmon stock upon consummation of the Merger and (iii) register for resale by BHA in the Registration Statement a number of shares of HeadXxxxxx.XXX xxxmon stock which will reduce BHA's ownership of HeadXxxxxx.XXX xxxmon stock to less than 20% of all shares outstanding on the filing date of the Registration Statement; provided that (1) the Registration Statement only shall remain effective for a period of one year after the date that the Registration Statement is declared effective by the SEC, provided, that, BHA shall not sell any Resale Shares under the Registration Statement if HeadXxxxxx.XXX xxxnishes BHA with written notice that facts and circumstances which are not publicly available exist which require HeadXxxxxx.XXX xx prohibit sales under the Registration Statement for an aggregate period of up to 90 days in any twelve month period and (2) any Person who purchases an amount of the Resale Shares which equals at least 1% of the total shares of HeadXxxxxx.XXX xxxmon stock outstanding on the date such Person purchases such Resale Shares, BHA shall cause, as a condition to such sale, such Person to enter into a written agreement in form and substance reasonably satisfactory to HeadXxxxxx.XXX xxxreby such Person agrees to execute promptly upon request a customary lock-up agreement in connection with any public offering conducted by HeadXxxxxx.XXX xxxhin one year after the Effective Time. In addition, HeadXxxxxx.XXX, xx the extent permitted under applicable Securities Laws, shall have the right, in its sole discretion, to file post-effective amendments to the Registration Statement to, among other things, convert the Registration Statement into a registration statement on Form S-3, or such other appropriate form. HeadXxxxxx.XXX xxxll call a Shareholders' Meeting, to be held...
Registration Statement; Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after execution of this Agreement, Premier shall file the Registration Statement with the SEC, provided Farmers has provided, on a reasonably timely basis, all information concerning Farmers necessary for inclusion in the Registration Statement, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as reasonably practicable after the filing thereof 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 Premier Common Stock upon consummation of the Merger. Farmers shall furnish all information concerning it and the holders of its capital stock as Premier may reasonably request in connection with such action.
(b) Farmers shall call a Shareholders' Meeting, to be held within forty-five (45) days 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 Farmers deems appropriate.
(c) In connection with the Farmers Shareholders' Meeting, (i) Premier shall prepare and file with the SEC, on Farmers' behalf, a Proxy Statement (which shall be included in
Registration Statement; Proxy Statement; Shareholder Approval. Each of Parent and Subject Company shall prepare and file the Registration Statement, of which the Proxy Statement shall form a part, with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and Parent shall 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 Parent Common Stock upon consummation of the Merger. Each of Parent and Subject Company shall furnish all information concerning it and the holders of its capital stock as the other Party may reasonably request in connection with such action. Subject Company shall call a Shareholders' Meeting, to be held as soon as 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. In connection with the Shareholders' Meeting, (i) the Board of Directors of Subject Company shall recommend (subject to compliance with its fiduciary duties as advised by counsel) to its shareholders the approval of the Merger, and (ii) the Board of Directors (subject to compliance with its fiduciary duties as advised by counsel) and officers of Subject Company shall use their reasonable efforts to obtain shareholder approval.
Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement, Huntington 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 Huntington Common upon consummation of the Merger. Empire shall furnish all information concerning it and the holders of its capital stock as Huntington may reasonably request in connection with such action. Empire shall call a Shareholders' 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 Merger Documents, the Merger, and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (A) Empire shall assist Huntington in the preparation, as part of the Registration Statement filed with the SEC, of a Proxy Statement and mail such Proxy Statement to Empire shareholders following the review and clearance of such Proxy Statement and related proxy materials by the Regulatory Authorities, (B) Empire shall furnish to Huntington all information concerning Empire that Huntington may reasonably request in connection with such Proxy Statement,
Registration Statement; Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after execution of this Agreement, Premier shall file the Registration Statement with the SEC, provided Bank Atlanta has provided, on a reasonably timely basis, all information concerning Bank Atlanta necessary for inclusion in the Registration Statement, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as reasonably practicable after the filing thereof 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 Premier Common Stock upon consummation of the Merger. Bank Atlanta shall furnish all information concerning it and the holders of its capital stock as Premier may reasonably request in connection with such action.
(b) Bank Atlanta shall call a Shareholders' Meeting, to be held within forty-five (45) days 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 Bank Atlanta deems appropriate.
(c) In connection with the Bank Atlanta Shareholders' Meeting, (i) Premier shall prepare and file with the SEC, on Bank Atlanta's behalf, a Proxy Statement (which shall be included in the Registration Statement); (ii) Bank Atlanta shall mail the Proxy Statement to all of its shareholders; (iii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement; (iv) the Board of Directors of Bank Atlanta shall recommend (subject to compliance with the fiduciary duties of the members of the Board of Directors as advised by counsel) to its shareholders the approval of this Agreement; and (v) the Board of Directors and officers of Bank Atlanta shall use their reasonable efforts to obtain such shareholders' approval (subject to compliance with their fiduciary duties as advised by counsel).
Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement, Premier 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 Surviving Corporation Common Stock upon consummation of the Merger. Central and Southern shall furnish all information concerning it and the holders of its capital stock as Premier may reasonably request in connection with such action.