Common use of Registration Statement; Proxy Statement; Shareholder Approval; Indemnification Clause in Contracts

Registration Statement; Proxy Statement; Shareholder Approval; Indemnification. As soon as practicable after execution of this Agreement, BancTrust 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 BancTrust Common Stock upon consummation of the Merger. Peoples shall furnish all information concerning it and the holders of its capital stock as BancTrust may reasonably request in connection with such action. Each of BancTrust and Peoples shall call their respective 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 adoption of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders’ Meetings, (i) Peoples and BancTrust shall prepare and file a Proxy Statement with the SEC and mail it to BancTrust’s shareholders and Peoples’ 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 each of Peoples and BancTrust shall recommend to its shareholders the approval of this Agreement, and (iv) the Board of Directors and officers of each of Peoples and BancTrust shall use their reasonable efforts to obtain such shareholders’ approval.

Registration Statement; Proxy Statement; Shareholder Approval; Indemnification. As soon as practicable after execution of this Agreement, BancTrust 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 BancTrust Common Stock upon consummation of the Merger. Peoples CommerceSouth shall furnish all information concerning it and the holders of its capital stock as BancTrust may reasonably request in connection with such action. Each of BancTrust and Peoples CommerceSouth shall call their respective 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 adoption of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders’ Meetings, (i) Peoples CommerceSouth and BancTrust shall prepare and file a Proxy Statement with the SEC and mail it to BancTrust’s shareholders and Peoples’ CommerceSouth’s 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 each of Peoples CommerceSouth and BancTrust shall recommend (subject to compliance with its fiduciary duties as advised by counsel) to its shareholders the approval of this Agreement, and (iv) the Board of Directors and officers of each of Peoples CommerceSouth and BancTrust shall use their reasonable efforts to obtain such shareholders’ approvalapproval (subject to compliance with their fiduciary duties as advised by counsel).

Registration Statement; Proxy Statement; Shareholder Approval; Indemnification. As soon as practicable after execution of this Agreement, BancTrust 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 BancTrust Common Stock upon consummation of the Merger. Peoples CommerceSouth shall furnish all information concerning it and the holders of its capital stock as BancTrust may reasonably request in connection with such action. Each of BancTrust and Peoples CommerceSouth shall call their respective Shareholders’ 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 adoption of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders’ Shareholders= Meetings, (i) Peoples CommerceSouth and BancTrust shall prepare and file a Proxy Statement with the SEC and mail it to BancTrust’s 's shareholders and Peoples’ CommerceSouth= s 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 each of Peoples CommerceSouth and BancTrust shall recommend (subject to compliance with its fiduciary duties as advised by counsel) to its shareholders the approval of this Agreement, and (iv) the Board of Directors and officers of each of Peoples CommerceSouth and BancTrust shall use their reasonable efforts to obtain such shareholders’ approvalshareholders= approval (subject to compliance with their fiduciary duties as advised by counsel).