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

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from the date of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer and Target agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. Each of Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer with respect to any information included in, the Registration Statement prior to its being filed with the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As ------------------------------------------------------------- soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of PURCHASER shall file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially reasonable its best efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under applicable Securities Laws in connection with the transactions contemplated by this Agreement, and Target issuance of the shares of PURCHASER Common Stock upon consummation of the Merger. TARGET shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as PURCHASER may be reasonably requested request in connection with any such action. Each TARGET 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 Buyer voting upon approval of the Merger and Target agrees this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (a) PURCHASER shall prepare and file on TARGET's behalf a Proxy Statement (which shall be included in the Registration Statement and which shall include an explanation of the restrictions on resale with respect to the shares of PURCHASER Common Stock received by the holders of TARGET Common Stock in the Merger) with the SEC and mail it to its shareholders, (b) the Parties shall furnish to the each other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as them that they may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration such Proxy Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf (c) the Board of Buyer, Target or their respective Subsidiaries Directors of TARGET shall recommend to any Regulatory Authority in connection with the Merger and the other transactions contemplated by its shareholders that they approve this Agreement. Target , and (d) the Board of Directors and officers of TARGET shall have the right use their reasonable efforts to review and consult with Buyer with respect to any information included in, the Registration Statement prior to its being filed with the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any obtain such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationshareholders' approval.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly As ------------------------------------------------------------- soon as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Colony shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Colony Common Stock upon consummation of the Merger. Quitman shall cooperate in the preparation and Target filing of the Registration Statement and shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as Colony may be reasonably requested request in connection with any such action. Each Quitman 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 Buyer voting upon approval of this Agreement and Target agrees such other related matters as it deems appropriate. In connection with the Shareholders' Meetings, (i) Quitman and Colony shall prepare and file with the SEC a Proxy Statement and prospectus and mail such Proxy Statement and prospectus to Quitman shareholders, (ii) the Parties shall furnish to the each other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as them that they may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration Statement, such Proxy Statement or any other statementand prospectus, filing, notice or application made by or on behalf (iii) subject to Section 8.9 of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement, the Board of Directors of Quitman shall recommend to their shareholders the approval of the matters submitted for approval, and (iv) subject to Section 8.9 of this Agreement, the Board of Directors and officers of Colony shall use their reasonable efforts to obtain such shareholders' approval. Target Colony shall have the right to review and consult with Buyer make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of Purchaser shall file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially reasonable its best efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under applicable Securities Laws in connection with the transactions contemplated by this Agreement, and issuance of the shares of Purchaser Common Stock upon consummation of the Company Merger. Target shall furnish all information concerning it and the holders of its capital stock as Purchaser may reasonably request in connection with such action. Target 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 transactions contemplated hereby and such other related matters as it deems appropriate. In connection with the Shareholders’ Meeting, (a) Purchaser shall prepare and file on Target’s behalf a Proxy Statement (which shall be included in the Registration Statement and which shall include an explanation of the restrictions on resale with respect to the shares of Purchaser Common Stock received by the holders of Target Common Stock as may be reasonably requested in connection the Company Merger) with any such action. Each the SEC and mail it to Target’s shareholders, (b) each of Buyer and Target agrees to the Parties shall furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such it that the other matters as Party may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration such Proxy Statement, Proxy Statement or any other statement, filing, notice or application made (c) the Board of Directors of Target shall unanimously recommend to its shareholders (subject to compliance with their fiduciary duties as advised by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger counsel) that they approve this Agreement and the other transactions contemplated by this Agreement. hereby, and (d) the Board of Directors and officers of Target shall have the right use their best efforts to review and consult with Buyer with respect to any information included in, the Registration Statement prior to its being filed with the SECobtain such shareholders’ approval. Buyer will advise Target, promptly after Buyer receives notice thereofas the sole shareholder of Target Banks, shall take all action to effect shareholder approval of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationBank Merger Agreement.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to BCB shall prepare and file with the SEC the Registration Statement (including the prospectus of Buyer BCB, and BCB and IAB shall prepare and include the proxy solicitation materials of Target IAB constituting a part thereof (the “"Proxy Statement”) "), and all related documents) as promptly as reasonably practicable and in any event within 30 days from after the date of this Agreement, subject to full cooperation of Target both Parties and its their respective advisors and accountants. Buyer BCB and Target IAB agree to cooperate, and to cause their respective Subsidiaries Subsidiaries, Affiliates and Representatives to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer BCB and Target IAB agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target IAB shall thereafter mail or deliver the Proxy Statement to its shareholdersshareholders promptly following the date of effectiveness of the Registration Statement. Buyer BCB also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and Target IAB shall furnish all information concerning Target IAB and the holders of Target IAB Common Stock as may be reasonably requested in connection with any such action. Each of Buyer BCB and Target IAB agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of BuyerBCB, Target IAB or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target IAB shall have the right to review and consult with Buyer BCB with respect to any information included in, in the Registration Statement prior to its being filed with the SEC. Buyer BCB will advise Target, IAB promptly after Buyer BCB receives notice thereof, thereof of the time when the Registration Statement has become effective effective, or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer BCB Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly As soon as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Savannah shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Savannah Common Stock upon consummation of the Merger. Xxxxx shall cooperate in the preparation and Target filing of the Registration Statement and shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as Savannah may be reasonably requested request in connection with any such action. Each Xxxxx 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 Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders voting upon approval of this Agreement and such other related matters as may it deems appropriate. Savannah shall call a Shareholders' Meeting, to be held as soon as reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer with respect to any information included in, practicable after the Registration Statement prior to its being filed with is declared effective by the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, for the purpose of the time when the Registration Statement has become effective or any supplement or amendment has been filed, voting upon approval of the issuance of any stop order or shares of Savannah Common Stock pursuant to the suspension Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meetings, (i) Xxxxx and Savannah shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective 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 Board of Directors of Xxxxx and Savannah shall recommend to their respective shareholders the approval of the qualification matters submitted for approval, and (iv) the Board of Buyer Common Stock for offering or sale in any jurisdiction, Directors and officers of Xxxxx and Savannah shall use their reasonable efforts to obtain such shareholders' approval. Savannah and Xxxxx shall make all necessary filings with respect to the initiation or written threat of any proceeding for any such purpose, or of any request by Merger under the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as As promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target (i) Buyer shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the Commission, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Buyer Common Stock upon consummation of the Merger. Seller shall cooperate in the preparation and Target filing of the Registration Statement and shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as Buyer may be reasonably requested request in connection with any such action. Each In connection with the Seller’s Shareholders’ Meeting, Seller and Buyer shall prepare and file with the Commission, a Proxy Statement and subject to the requirements of Buyer the applicable Regulatory Authorities, mail such Proxy Statement to Seller’s shareholders, and Target agrees to (ii) the Parties shall furnish to the each other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as them that they may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration such Proxy Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger . Buyer and the other transactions contemplated by this Agreement. Target Seller shall have the right to review timely and consult with Buyer properly make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SECSecurities Laws. Buyer will advise TargetSeller, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC Commission for the amendment or supplement of the Registration Statement Statement, the Proxy Statement, or for additional information. Buyer and Seller shall provide each other promptly with copies of all filings and letters to and from the Commission and other Regulatory Authorities.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to Purchaser and Seller shall promptly prepare, a proxy statement in definitive form (including any amendments thereto, the “Proxy Statement”) and Purchaser shall prepare and file with the SEC the Registration Statement (including the prospectus of Buyer Purchaser and proxy solicitation materials of Target Proxy Statement constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from after the date of this Agreement, subject to full cooperation of Target both parties and its their respective advisors and accountants. Buyer Purchaser and Target Seller agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer Purchaser and Target Seller agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target Seller shall thereafter mail or deliver the Proxy Statement to its shareholdersshareholders promptly following the date of effectiveness of the Registration Statement. Buyer Purchaser also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target Seller shall furnish all information concerning Target Seller and the holders of Target Seller Common Stock as may be reasonably requested in connection with any such action. Each of Buyer Purchaser, the Bank and Target Seller agrees to furnish to the other Party party all information concerning itself, its Subsidiaries, officers, directors and stockholders shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of BuyerPurchaser, Target Seller or their respective Subsidiaries to any Regulatory Governmental Authority in connection with the Merger Sale and the other transactions contemplated by this Agreement. Target Seller shall have the right to review and consult with Buyer Purchaser with respect to any information included in, the Registration Statement prior to its being filed with the SEC. Buyer Purchaser will advise TargetSeller, promptly after Buyer Purchaser receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Purchaser Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly As soon as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Buyer shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 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 Buyer Common Stock upon consummation of the Merger. Pioneer shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of its capital stock as promptly Buyer may reasonably request in connection with such action. Pioneer shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after filing thereofthe Registration Statement is declared effective by the SEC, for the purpose of voting upon adoption of this Agreement and Target such other related matters as it, with the mutual agreement of Buyer, deems appropriate. In connection with the Shareholders' Meeting, (i) Pioneer shall thereafter prepare and file with the SEC a Proxy Statement and mail or deliver the such Proxy Statement to its shareholders. Buyer also agrees , (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 Pioneer shall call a special meeting of Pioneer shareholders to consider and act upon this Agreement and the Merger, shall establish a record for such meeting, and shall recommend to its shareholders the approval of the matters submitted for approval (subject to the Board of Directors of Pioneer, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to Pioneer's shareholder under applicable law), and (iv) the Board of Directors and officers of Pioneer shall use its commercially their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of Pioneer, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Pioneer's shareholder under applicable law). Buyer and Pioneer shall make all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. Each of Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to WSFS shall prepare and file with the SEC the Registration Statement (including the prospectus of Buyer WSFS, and WSFS and PLFC shall prepare and include the proxy solicitation materials of Target PLFC constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from after the date of this Agreement, subject to full cooperation of Target both Parties and its their respective advisors and accountants. Buyer WSFS and Target PLFC agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer WSFS and Target PLFC agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target PLFC shall thereafter mail or deliver the Proxy Statement to its shareholdersshareholders promptly following the date of effectiveness of the Registration Statement. Buyer WSFS also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target PLFC shall furnish all information concerning Target PLFC and the holders of Target PLFC Common Stock as may be reasonably requested in connection with any such action. Each of Buyer WSFS and Target PLFC agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of BuyerWSFS, Target PLFC or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target PLFC shall have the right to review and consult with Buyer WSFS with respect to any information included in, the Registration Statement prior to its being filed with the SEC. Buyer WSFS will advise TargetPLFC, promptly after Buyer WSFS receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer WSFS Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Foilmark shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested applicable state Blue Sky or securities Laws in connection with any such actionthe issuance of the shares of Foilmark Common Stock upon consummation of the Merger. Each Holopak shall cooperate in the preparation and filing of Buyer the Registration Statement and Target agrees to each Party shall furnish to the other Party all information concerning itself, it and the holders of its Subsidiaries, officers, directors and stockholders and such capital stock as the other matters as party may be reasonably necessary or advisable or as may be reasonably requested request in connection with such action. Each of Foilmark and Holopak shall call a special Shareholders' Meeting, to be held as soon as reasonably practicable after 44 781485.1 the Registration StatementStatement is declared effective by the SEC, Proxy Statement or any other statementfor the purpose of voting upon adoption of this Agreement, filing, notice or application made by or on behalf approval of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement, and such other related matters as it deems appropriate. Target In connection with the Shareholders' Meetings, (i) Foilmark and Holopak shall have prepare and file with the right SEC a Joint Proxy Statement and mail such Joint Proxy Statement to review their respective 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 Board of Directors of Foilmark and consult Holopak shall recommend to their respective shareholders the adoption or approval of this Agreement (provided, that either Board of Directors of Foilmark or Holopak may withdraw, modify or change its recommendation, if, after having consulted with Buyer outside counsel it has determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law), and (iv) the Board of Directors and officers of Foilmark and Holopak shall use their reasonable efforts to obtain such shareholders' adoption or approval (provided that no such efforts shall be required by the Board of Directors and officers of Holopak or Foilmark, as the case may be, if after having consulted with outside counsel the Board of Directors of Holopak or Foilmark, as the case may be, determines in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law). Holopak and Foilmark shall make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly As soon as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Lowe's shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 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 Lowe's Common Stock upon consummation of the Merger. Eagle shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of its capital stock as promptly Lowe's may reasonably request in connection with such action. Eagle shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after filing thereofthe Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement. In connection with the Shareholders' Meeting, (i) Eagle shall prepare and Target shall thereafter file with the SEC a Proxy Statement and mail or deliver the such Proxy Statement to its shareholders. Buyer also agrees , (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 Eagle shall recommend to its shareholders the approval of the matters submitted for approval (unless the Board of Directors of Eagle, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of the fiduciary duties or other legal obligations of the Board of Directors), and (iv) Eagle shall use its commercially reasonable efforts to obtain such shareholders' approval (unless the Board of Directors of Eagle, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of the fiduciary duties or other legal obligations of the Board of Directors). Lowe's and Eagle shall make all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. Each of Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Foilmark shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested applicable state Blue Sky or securities Laws in connection with any such actionthe issuance of the shares of Foilmark Common Stock upon consummation of the Merger. Each Holopak shall cooperate in the preparation and filing of Buyer the Registration Statement and Target agrees to each Party shall furnish to the other Party all information concerning itself, it and the holders of its Subsidiaries, officers, directors and stockholders and such capital stock as the other matters as party may be reasonably necessary or advisable or as may be reasonably requested request in connection with such action. Each of Foilmark and Holopak shall call a special Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration StatementStatement is declared effective by the SEC, Proxy Statement or any other statementfor the purpose of voting upon adoption of this Agreement, filing, notice or application made by or on behalf approval of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement, and such other related matters as it deems appropriate. Target In connection with the Shareholders' Meetings, (i) Foilmark and Holopak shall have prepare and file with the right SEC a Joint Proxy Statement and mail such Joint Proxy Statement to review their respective 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 Board of Directors of Foilmark and consult Holopak shall recommend to their respective shareholders the adoption or approval of this Agreement (provided, that either Board of Directors of Foilmark or Holopak may withdraw, modify or change its recommendation, if, after having consulted with Buyer outside counsel it has determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law), and (iv) the Board of Directors and officers of Foilmark and Holopak shall use their reasonable efforts to obtain such shareholders' adoption or approval (provided that no such efforts shall be required by the Board of Directors and officers of Holopak or Foilmark, as the case may be, if after having consulted with outside counsel the Board of Directors of Holopak or Foilmark, as the case may be, determines in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law). Holopak and Foilmark shall make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of Purchaser shall file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially reasonable its best efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under applicable Securities Laws in connection with the transactions contemplated by this Agreement, and issuance of the shares of Purchaser Common Stock upon consummation of the Company Merger. Target shall furnish all information concerning it and the holders of its capital stock as Purchaser may reasonably request in connection with such action. Target 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 transactions contemplated hereby and such other related matters as it deems appropriate. In connection with the Shareholders’ Meeting, (a) Purchaser shall prepare and file on Target’s behalf a Proxy Statement (which shall be included in the Registration Statement and which shall include an explanation of the restrictions on resale with respect to the shares of Purchaser Common Stock received by the holders of Target Common Stock as may be reasonably requested in connection the Company Merger) with any such action. Each the SEC and mail it to Target’s shareholders, (b) each of Buyer and Target agrees to the Parties shall furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such it that the other matters as Party may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration such Proxy Statement, Proxy Statement or any other statement, filing, notice or application made (c) the Board of Directors of Target shall unanimously recommend to its shareholders (subject to compliance with their fiduciary duties as advised by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger counsel) that they approve this Agreement and the other transactions contemplated by this Agreement. hereby, and (d) the Board of Directors and officers of Target shall have the right use their best efforts to review and consult with Buyer with respect to any information included in, the Registration Statement prior to its being filed with the SECobtain such shareholders’ approval. Buyer will advise Target, promptly after Buyer receives notice thereofas the sole shareholder of Target Bank, shall take all action to effect shareholder approval of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationBank Merger Agreement.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to As soon as practicable after the date hereof Vaxcel shall prepare and file the Registration Statement with the SEC to register the Registration Statement issuance of the Merger Shares and to register for resale by the holders thereof the Affiliate Shares, the Lock-Up Shares and the Warrant Shares (including collectively, the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from the date of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate"Resale Shares"), and to cause their respective Subsidiaries to cooperate, with the other and shall use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer and Target agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the Merger Shares and the resale of the Resale Shares upon consummation of the transactions contemplated by this Agreement, the Transaction Documents. Zynaxis shall cooperate in the preparation and Target filing of the Registration Statement and shall furnish all information concerning Target it and the holders of Target Common Zynaxis Capital Stock and Equity Rights of Zynaxis as Vaxcel may be reasonably requested request in connection with any such action. Each Zynaxis 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 Buyer voting upon adoption of this Agreement and Target agrees such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Zynaxis and Vaxcel shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to the shareholders of Zynaxis, (ii) the Parties shall furnish to the each other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as them that they may be reasonably necessary or advisable or as may be reasonably requested request in connection with the Registration such Proxy Statement, Proxy Statement (iii) the Board of Directors of Zynaxis shall recommend to its shareholders the approval of the matters submitted for approval (subject to the Board of Directors of Zynaxis, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or any other statementthe failure to withdraw or modify its recommendation, filingwould constitute a breach of fiduciary duties of the members of such Board of Directors to Zynaxis's shareholders under applicable Law), notice or application made by or on behalf and (iv) the Board of BuyerDirectors and officers of Zynaxis shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of Zynaxis after having consulted with and considered the advice of outside counsel, Target or their respective Subsidiaries reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to any Regulatory Authority in connection with the Merger Zynaxis's shareholders under applicable Law). Vaxcel and the other transactions contemplated by this Agreement. Target Zynaxis shall have the right to review and consult with Buyer make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly As soon as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Carolina First shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Carolina First Common Stock upon consummation of the Merger. CB&T shall cooperate in the preparation and Target filing of the Registration Statement and shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as Carolina First may be reasonably requested request in connection with any such action. Each CB&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 Buyer voting upon approval of this Agreement and Target agrees such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) CB&T and Carolina First shall prepare and file with the SEC a Proxy Statement/Prospectus and mail such Proxy Statement/Prospectus to the CB&T shareholders, (ii) the Parties shall furnish to the each other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as them that they may be reasonably necessary or advisable or as may be reasonably requested request in connection with such Proxy Statement/Prospectus, (iii) the Registration StatementBoard of Directors of CB&T shall recommend to its shareholders the approval of the matters submitted for approval (unless the Board of Directors of CB&T, Proxy Statement after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or any other statementthe failure to withdraw or modify its recommendation, filingwould constitute a breach of fiduciary duties of the members of such Board of Directors to CB&T's shareholders under applicable law), notice or application made by or on behalf (iv) the Board of BuyerDirectors and officers of CB&T shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of CB&T, Target or their respective Subsidiaries after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would not constitute a breach of fiduciary duties of the members of such Board of Directors to any Regulatory Authority in connection with CB&T's shareholders under applicable law), and (v) Carolina First shall approve the Merger as the sole shareholder of Sub. Carolina First and the other transactions contemplated by this Agreement. Target CB&T shall have the right to review and consult with Buyer make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, at a date determined by CCBG in its sole discretion, CCBG shall prepare and 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 CCBG Common Stock upon consummation of the Mergers. FMB shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of its capital stock as CCBG may reasonably request in connection with such action. FMB 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 it deems appropriate. In connection with the Shareholders' Meeting, (ai) Buyer agrees to CCBG shall, at its own expense, prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from the date of this Agreement, subject to full cooperation of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer and Target agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and Target which shall thereafter mail or deliver contain the Proxy Statement and FMB shall, at CCBG's expense, mail such Proxy Statement to its the FMB shareholders. Buyer also agrees , (ii) FMB shall furnish to CCBG all information concerning FMB that CCBG may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of FMB shall recommend to FMB shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of FMB shall use its commercially their reasonable efforts to obtain such shareholders' approval. CCBG and FMB shall make all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. Each of Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer filings with respect to any information included in, the Registration Statement prior to its being filed with Mergers under the SEC. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as promptly as reasonably practicable and in any event within 30 days from the date of this Agreement, subject to full cooperation Each of Target and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially reasonable best efforts to take or cause the Registration Statement to be declared effective taken such actions as may be required to be taken under the Securities Act as promptly as reasonably practicable after filing thereofAct, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary Exchange Act, any other federal securities Laws, any applicable state securities law or “Blue Skyblue sky” permits Laws and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. Each of Buyer and Target agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Target or their respective Subsidiaries to any Regulatory Authority stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Target Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall have prepare and cause to be filed with the right SEC the Proxy Statement and the Registration Statement in which the Proxy Statement will be included as a prospectus; provided, however, that prior to review the filing of the Proxy Statement and the Registration Statement, Buyer shall consult with Buyer Target with respect to any information included in, such filings and shall afford Target and its Representatives reasonable opportunity to comment thereon. Each of Target and Buyer shall use reasonable best efforts to cause the Registration Statement prior and the Proxy Statement to its being comply with the rules and regulations under the Securities Act and Exchange Act and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Buyer will advise The parties hereto shall use reasonable best efforts to cause the Proxy Statement to be mailed to Buyer’s shareholders and Target’s shareholders, all as promptly as reasonably practicable after Buyer receives notice thereof, of the time when date on which the Registration Statement has become is declared effective under the Securities Act (the “S−4 Effective Date”). Target shall provide Buyer with any information for inclusion in the Proxy Statement and the Registration Statement that may be required under applicable Law or any supplement or amendment has been filed, that is reasonably requested by Buyer. Buyer shall notify Target promptly after the receipt of notice of the issuance of any stop order S-4 Effective Date from the SEC, or the suspension receipt of comments from the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or SEC and of any request by from the SEC for amendments or supplements to the amendment or supplement of Proxy Statement, the Registration Statement or for additional information, and Buyer will promptly supply to Target copies of all correspondence between Buyer or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Each of Target and Buyer shall use reasonable best efforts to promptly resolve all SEC comments with respect to the Proxy Statement, the Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of Target and Buyer agree to correct any information provided by it for use in the Proxy Statement or the Registration Statement, which shall have become false or misleading in any material respect. Target will promptly notify the Buyer if at any time prior to the Buyer Shareholders’ Meeting Target becomes aware of any event which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to Buyer’s shareholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders under applicable Law. Subject to the other provisions of this Agreement, not sooner than a reasonable period after the S−4 Effective Date, but prior to the Buyer Shareholders’ Meeting, Target shall take all action necessary in accordance with the CGCL and the Target’s Articles of Incorporation and Bylaws to solicit approval by written consent from Target’s shareholders for the purpose of obtaining the Target Shareholder Approval.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) as As promptly as reasonably practicable and in any event within 30 days from after the date execution of this Agreement, subject to full cooperation each of Target Parent and its advisors Subject Company shall prepare and accountants. Buyer and Target agree to cooperatefile the Registration Statement, and to cause their respective Subsidiaries to cooperateof which the Subject Company Proxy Statement shall form a part, with the other SEC, and shall use its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of Buyer and Target agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target Parent shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, 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 Target Subject Company shall furnish all information concerning Target it and the holders of Target Common Stock its capital stock as the other Party may be reasonably requested request in connection with any such action. Each of Buyer Parent and Target agrees Subject Company shall use all reasonable efforts to furnish have or cause the Registration Statement to the other Party all information concerning itselfbecome effective as promptly as practicable, its Subsidiaries, officers, directors and stockholders and such other matters as may shall take any action required to be reasonably necessary taken under any applicable federal or advisable or as may be reasonably requested state securities Laws in connection with the Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf issuance of Buyer, Target or their respective Subsidiaries shares of Parent Common Stock in the Merger. Parent shall use its commercially reasonable best efforts to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Target shall have the right to review and consult with Buyer with respect to any information included in, cause the Registration Statement prior to its being filed with remain effective through the SECEffective Time. Buyer 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 Targetthe other, promptly after Buyer it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of 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 Buyer the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the staff of the initiation 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 written threat of any proceeding for any such purpose, or of 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 respects with the applicable requirements of the 1933 Act and the 1934 Act. Subject Company shall call the Subject Company Shareholders' Meeting, to be held after the Registration Statement is declared effective by the SEC for the amendment or supplement purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. Assuming the Registration Statement is then effective, the Subject Company shall call the Subject Company Shareholders' Meeting to be held not later than 40 days after the Parent's 1998 Annual Meeting of Shareholders. Otherwise, the Subject Company shall call the Subject Company Shareholders' Meeting as soon thereafter as practicable after the Registration Statement is declared effective by the SEC. In connection with the Subject Company 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 of the Merger. Parent shall prepare and file the Parent Proxy Statement and its Annual Report on Form 10-K with the SEC as soon as reasonably practicable following the preparation of Parent's consolidated balance sheet (including related notes and schedules, if any) as of December 31, 1997 and Parent's related consolidated statements of earnings, changes in shareholders' equity, and cash flows (including related notes and schedules, if any) for the one- year period ended December 31, 1997. Parent shall use its commercially reasonable best efforts to (i) cause such financial statements to be prepared as soon as possible following December 31, 1997, consistent with past practices, and (ii) respond promptly to all comments of the SEC with respect to the Parent Proxy Statement. Each of Parent and Subject Company shall furnish all information concerning it, its respective Subsidiaries, officers, directors and shareholders as may be reasonably required to comply with the 1934 Act and any comments of the SEC with respect to the Parent Proxy Statement. Parent shall call the Parent Shareholders' Meeting as soon as reasonably practicable following the filing of the Parent Proxy Statement with the SEC and the completion of the SEC's review, if any, of the Parent Proxy Statement; provided, in no event will Parent be deemed to be required to hold the Parent Shareholders' Meeting less than thirty (30) days following the earlier of (i) the completion of the SEC's review of the Parent Proxy Statement or (ii) the lapse (without indication by the SEC that it intends to review the Parent Proxy Statement) of the ten (10) day period allocated for additional informationthe SEC to indicate whether it intends to review the Parent Proxy Statement. In connection with the Parent Shareholders' Meeting, (i) the Board of Directors of Parent shall recommend (subject to compliance with its fiduciary duties as advised by counsel) to its shareholders the approval of an amendment of the Restated Charter of Incorporation of Parent to authorize the requested increase in its number of authorized shares of Parent Common Stock and (ii) the Board of Directors of Parent (subject to compliance with its fiduciary duties as advised by counsel) and officers of Parent shall use their reasonable efforts to obtain shareholder approval of such amendment.

Registration Statement; Proxy Statement; Shareholder Approval. (a) Buyer agrees to prepare and file with the SEC the Registration Statement (including the prospectus of Buyer and proxy solicitation materials of Target constituting a part thereof (the “Proxy Statement”) and all related documents) As soon as promptly as reasonably practicable and in any event within 30 days from the date after execution of this Agreement, subject to full cooperation of Target Foilmark shall prepare and its advisors and accountants. Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of file the Registration Statement with the SEC, and the Proxy Statement. Each of Buyer and Target agrees to shall use all commercially its reasonable efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereof, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals take any action required to carry out be taken under the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested applicable state Blue Sky or securities Laws in connection with any such actionthe issuance of the shares of Foilmark Common Stock upon consummation of the Merger. Each Holopak shall cooperate in the preparation and filing of Buyer the Registration Statement and Target agrees to each Party shall furnish to the other Party all information concerning itself, it and the holders of its Subsidiaries, officers, directors and stockholders and such capital stock as the other matters as party may be reasonably necessary or advisable or as may be reasonably requested request in connection with such action. Each of Foilmark and Holopak shall call a special Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration StatementStatement is declared effective by the SEC, Proxy Statement or any other statementfor the purpose of voting upon adoption of this Agreement, filing, notice or application made by or on behalf approval of Buyer, Target or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement, and such other related matters as it deems appropriate. Target In connection with the Shareholders' Meetings, (i) Foilmark and Holopak shall have prepare and file with the right SEC a Joint Proxy Statement and mail such Joint Proxy Statement to review their respective 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 Board of Directors of Foilmark and consult Holopak shall recommend to their respective shareholders the adoption or approval of this Agreement (provided, that either Board of Directors of Foilmark or Holopak may withdraw, modify or change its recommendation, if, after having consulted with Buyer outside counsel it has determined in good faith that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law), and (iv) the Board of Directors and officers of Foilmark and Holopak shall use their reasonable efforts to obtain such shareholders' adoption or approval (PROVIDED THAT no such efforts shall be required by the Board of Directors and officers of Holopak or Foilmark, as the case may be, if after having consulted with outside counsel the Board of Directors of Holopak or Foilmark, as the case may be, determines in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to their respective shareholders under applicable law). Holopak and Foilmark shall make all necessary filings with respect to any information included in, the Registration Statement prior to its being filed with Merger under the SECSecurities Laws. Buyer will advise Target, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.8.2