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

Registration Statement; Proxy Statement; Shareholder Approval. Horizon and City Holding will duly call and will hold meetings of their shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully with the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus") and City Holding will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement declared effective. In connection with the foregoing, City Holding will comply with the requirements of the 1933 Act, the 1934 Act, the Nasdaq Stock Market and the rules and regulations of the SEC under such acts with respect to the offering and sale of City Holding Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until the Registration Statement shall have become effective under the 1933 Act. Horizon covenants that none of the information supplied by Horizon and City Holding covenants that none of the information supplied by City Holding in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated herein.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon (a) WSFS and City Holding will duly call Alliance shall promptly prepare and will hold meetings of their shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully file with the provisions of SEC, a proxy statement in definitive form (including any amendments thereto, the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "“Proxy Statement-Prospectus"”) and City Holding will WSFS shall prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement (including the prospectus of WSFS and Proxy Statement constituting a part thereof and all related documents) as promptly as reasonably practicable after the date of this Agreement, subject to full cooperation of both Parties and their respective advisors and accountants. WSFS and Alliance 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 WSFS and Alliance agrees to use all commercially reasonable efforts to cause the Registration Statement to be declared effectiveeffective under the Securities Act as promptly as reasonably practicable after filing thereof, and Alliance shall thereafter mail or deliver the Proxy Statement to its shareholders promptly following the date of effectiveness of the Registration Statement. In 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 Alliance shall furnish all information concerning Alliance and the holders of Alliance Common Stock as may be reasonably requested in connection with the foregoing, City Holding will comply with the requirements any such action. Each of the 1933 Act, the 1934 Act, the Nasdaq Stock Market WSFS and the rules and regulations of the SEC under such acts with respect Alliance agrees to furnish to the offering other Party all information concerning itself, its Subsidiaries, officers, directors and sale of City Holding Common Stock stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Transaction and Registration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of WSFS, Alliance or their respective Subsidiaries to any Regulatory Authority in connection with all applicable state Blue Sky and securities laws. The notices of such meetings the Merger and the Proxy Statement-Prospectus other transactions contemplated by this Agreement. Alliance shall not be mailed have the right to Horizon or City Holding shareholders until review and consult with WSFS with respect to any information included in, the Registration Statement shall have prior to its being filed with the SEC. WSFS will advise Alliance, promptly after WSFS receives notice thereof, of the time when the Registration Statement has become effective under the 1933 Act. Horizon covenants that none or any supplement or amendment has been filed, of the information supplied by Horizon and City Holding covenants that none issuance of any stop order or the suspension of the information supplied by City Holding qualification of WSFS Common Stock for offering or sale in the Proxy Statement-Prospectus willany jurisdiction, at the time of the mailing 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 Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein Registration Statement or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated hereinfor additional information.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon As soon as reasonably practicable after execution of this Agreement, at a date determined by Seacoast in its sole discretion, Seacoast shall prepare and City Holding will duly 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 Seacoast Common Stock upon consummation of the Merger. PSHC 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 Seacoast may reasonably request in connection with such action. PSHC shall call and will hold meetings of their shareholders 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 approving voting upon approval of this Agreement and such other related matters as it deems appropriate. Seacoast shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after the Holding Company Registration Statement is declared effective by the SEC, for the purpose of voting upon the issuance of shares of Seacoast Common Stock pursuant to the Merger and the such other related transactions and will comply fully matters as it deems appropriate. In connection with the provisions of the 1933 Act Shareholders' Meetings, (i) PSHC and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus") and City Holding will Seacoast shall prepare and file with the SEC a Registration Joint Proxy Statement on Form S-4 and mail such Joint Proxy Statement to their respective shareholders, (ii) the "Registration Statement"), of which Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement-Prospectus , (iii) the Board of Directors of PSHC and Seacoast shall be a partrecommend to their respective shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of PSHC and Seacoast shall use its best their reasonable efforts promptly to have the Registration Statement declared effectiveobtain such shareholders' approval. In connection with the foregoing, City Holding will comply with the requirements of the 1933 Act, the 1934 Act, the Nasdaq Stock Market Seacoast and the rules and regulations of the SEC under such acts PSHC shall make all necessary filings with respect to the offering and sale of City Holding Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until the Registration Statement shall have become effective Merger under the 1933 Act. Horizon covenants that none of the information supplied by Horizon and City Holding covenants that none of the information supplied by City Holding in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated hereinSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon (a) As soon as practicable after the date hereof Vaxcel shall prepare and City Holding will duly file the Registration Statement with the SEC to register the 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 (collectively, the "Resale Shares"), 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 Merger Shares and the resale of the Resale Shares upon consummation of the transactions 44 contemplated by the Transaction Documents. Zynaxis shall cooperate in the preparation and filing of the Registration Statement and shall furnish all information concerning it and the holders of Zynaxis Capital Stock and Equity Rights of Zynaxis as Vaxcel may reasonably request in connection with such action. Zynaxis shall call and will hold meetings of their shareholders 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 approving the Holding Company Merger voting upon adoption of this Agreement and the such other related transactions and will comply fully matters as it deems appropriate. In connection with the provisions of the 1933 Act Shareholders' Meeting, (i) Zynaxis and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus") and City Holding will Vaxcel shall prepare and file with the SEC a Registration Proxy Statement on Form S-4 and mail such Proxy Statement to the shareholders of Zynaxis, (ii) the "Registration Statement"), of which Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement-Prospectus , (iii) the Board of Directors of Zynaxis shall be 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 the failure to withdraw or modify its recommendation, would constitute a partbreach of fiduciary duties of the members of such Board of Directors to Zynaxis's shareholders under applicable Law), and (iv) the Board of Directors and officers of Zynaxis shall use its best their reasonable efforts promptly to have obtain such shareholders' approval (subject to the Registration Statement declared effective. In connection Board of Directors of Zynaxis after having consulted with and considered the foregoingadvice of outside counsel, City Holding will comply with reasonably determining in good faith that the requirements taking of such actions would constitute a breach of fiduciary duties of the 1933 Act, the 1934 Act, the Nasdaq Stock Market members of such Board of Directors to Zynaxis's shareholders under applicable Law). Vaxcel and the rules and regulations of the SEC under such acts Zynaxis shall make all necessary filings with respect to the offering and sale of City Holding Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until the Registration Statement shall have become effective Merger under the 1933 Act. Horizon covenants that none of the information supplied by Horizon and City Holding covenants that none of the information supplied by City Holding in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated hereinSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon and City Holding will duly call and will hold meetings of their shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully with the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts (a) Buyer agrees to the extent applicable, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus") and City Holding will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement declared effective(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. In connection Buyer and Target agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the foregoing, City Holding will comply with other and its counsel and its accountants in the requirements preparation of the 1933 Act, the 1934 Act, the Nasdaq Stock Market Registration Statement and the rules Proxy Statement. Each of Buyer and regulations Target agrees to use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Buyer also agrees to use reasonable best efforts to obtain, prior to the effective date of the SEC under such acts with respect Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Each of Buyer and Target agrees to furnish to the offering other party all information concerning itself, its Subsidiaries, officers, directors and sale of City Holding Common Stock stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Transaction 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 all applicable state Blue Sky Buyer regarding the form of, and securities laws. The notices any characterization of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until information included in, the Registration Statement shall have 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 under the 1933 Act. Horizon covenants that none or any supplement or amendment has been filed, of the information supplied by Horizon and City Holding covenants that none issuance of any stop order or the suspension of the information supplied by City Holding qualification of Buyer Common Stock for offering or sale in the Proxy Statement-Prospectus willany jurisdiction, at the time of the mailing initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein Registration Statement or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated hereinfor additional information.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon As soon as reasonably practicable after execution of this Agreement, Highwoods shall prepare and City Holding will duly 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 Highwoods Common Stock upon consummation of the Merger. JCN 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 Highwoods may reasonably request in connection with such action. JCN shall call and will hold meetings of their shareholders the JCN Shareholders Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of approving the Holding Company Merger voting upon approval of this Agreement and the such other related transactions and will comply fully matters as it deems appropriate. In connection with the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicableJCN Shareholders Meeting, and the Articles of Incorporation and By-laws of Horizon and City Holding relating to the call and holding of a meeting of shareholders for such purpose. The Boards of Directors of Horizon and City Holding will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding and Horizon will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Prospectus"i) and City Holding will JCN shall prepare and file with the SEC a Registration Proxy Statement on Form S-4 and mail such Proxy Statement to its shareholders, (ii) the "Registration Statement"), of which Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement-Prospectus , (iii) the Board of Directors of JCN shall recommend to its shareholders the approval of the matters submitted for approval (subject to the Board of Directors of JCN, after having consulted with outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would be a partinconsistent with the fiduciary duties of the members of such Board of Directors to JCN's shareholders under applicable law), and (iv) the Board of Directors and officers of JCN shall use its best their reasonable efforts promptly to have obtain such shareholders' approval (subject to the Registration Statement declared effective. In connection Board of Directors of JCN, after having consulted with outside counsel, reasonably determining in good faith the taking of such actions would be inconsistent with the foregoing, City Holding will comply with the requirements fiduciary duties of the 1933 Act, the 1934 Act, the Nasdaq Stock Market members of such Board of Directors to JCN's shareholders under applicable law). Highwoods and the rules and regulations of the SEC under such acts JCN shall make all necessary filings with respect to the offering and sale of City Holding Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Prospectus shall not be mailed to Horizon or City Holding shareholders until the Registration Statement shall have become effective Merger under the 1933 Act. Horizon covenants that none of the information supplied by Horizon and City Holding covenants that none of the information supplied by City Holding in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings of Horizon and City Holding shareholders, as applicable, to which the Proxy Statement-Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated hereinSecurities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon and City Holding American National will duly call and will hold meetings a meeting of their its shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully with the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the SEC under such acts to the extent applicable, and the Articles Certificate of Incorporation and By-By- laws of Horizon and City Holding American National relating to the call and holding of a meeting of shareholders for such purpose. The Boards Subject to action taken by its Board of Directors pursuant to or as a result of the exception clause to the first sentence of Section 4.4 hereof, the Board of Directors of Horizon and City Holding American National will recommend to and actively encourage shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding Crestar and Horizon American National will jointly prepare the proxy statement-prospectus to be used in connection with such meeting (the "Proxy Statement-Statement- Prospectus") and City Holding Crestar will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement declared effective. In connection with the foregoing, City Holding Crestar will comply with the requirements of the 1933 Act, the 1934 Act, the Nasdaq New York Stock Market Exchange and the rules and regulations of the SEC under such acts with respect to the offering and sale of City Holding Crestar Common Stock in connection with the Transaction and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Proxy Statement-Statement- Prospectus shall not be mailed to Horizon or City Holding American National shareholders until the Registration Statement shall have become effective under the 1933 Act. Horizon American National covenants that none of the information supplied by Horizon American National and City Holding Crestar covenants that none of the information supplied by City Holding Crestar in the Proxy Statement-Prospectus will, at the time of the mailing of the Proxy Statement-Prospectus to Horizon and City Holding American National shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Proxy Statement-Prospectus, up to and including the date of the meetings meeting of Horizon and City Holding shareholders, as applicable, American National shareholders to which the Proxy Statement-Statement- Prospectus relates, none of such information in the Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. HorizonAmerican National, as the sole shareholder of the Horizon BanksSavings Bank, and City HoldingCrestar, as the sole shareholder of City NationalCrestar Bank, hereby approve this Agreement and the transactions contemplated hereinBank Plan of Merger.

Registration Statement; Proxy Statement; Shareholder Approval. Horizon Black Diamond and City Holding FNB will duly call and will hold meetings a meeting of their respective shareholders as soon as practicable for the purpose of approving the Holding Company Merger and the related transactions and will comply fully with the provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the SEC under such acts to the extent applicablebank and thrift regulatory authorities, and the Articles of Incorporation respective Charter and By-laws of Horizon Black Diamond and City Holding FNB relating to the call calling and holding of a meeting meetings of shareholders for such purpose. The Boards of Directors of Horizon Black Diamond and City Holding FNB will recommend to and actively encourage their respective shareholders that they vote in favor of the Holding Company Merger, to the maximum extent permissible in light of their fiduciary duties. City Holding FNB and Horizon Black Diamond will jointly prepare the joint proxy statement-prospectus to be used in connection with such meeting meetings (the "Joint Proxy Statement-Prospectus") ). FNB and City Holding Black Diamond shall cause the Joint Proxy Statement-Prospectus to be filed with the OTS and the SEC for review; and each party hereto will cooperate with the other in good faith and will use its respective reasonable best efforts in good faith to respond to any comments of the OTS or the SEC thereon. FNB will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), of which such the Joint Proxy Statement-Prospectus shall be a part, and use its best efforts promptly to have the Registration Statement declared effective. In connection with the foregoing, City Holding FNB will comply with the requirements of the 1933 Act, the 1934 Act, the Nasdaq Stock Market NASD and the rules and regulations of the SEC under such acts with respect to the offering and sale of City Holding FNB Common Stock in connection with the Transaction Merger and with all applicable state Blue Sky and securities laws. The notices of such meetings and the Joint Proxy Statement-Prospectus shall not be mailed to Horizon Black Diamond or City Holding FNB shareholders until the Registration Statement shall have become effective under the 1933 Act, but shall be mailed as soon as practicable following such effectiveness. Horizon Black Diamond covenants that none of the information supplied by Horizon Black Diamond and City Holding FNB covenants that none of the information supplied by City Holding FNB in the Joint Proxy Statement-Prospectus will, at the time of the mailing of the Joint Proxy Statement-Prospectus to Horizon Black Diamond and City Holding FNB shareholders, contain any untrue statement of a material fact nor will any such information omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and at all times subsequent to the time of the mailing of the Joint Proxy Statement-Prospectus, up to and including the date dates of the meetings of Horizon Black Diamond and City Holding shareholders, as applicable, FNB shareholders to which the Joint Proxy Statement-Prospectus relates, none of such information in the Joint Proxy Statement-Prospectus, as amended or supplemented, will contain an untrue statement of a material fact or omit any material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Horizon, as the sole shareholder of the Horizon Banks, and City Holding, as the sole shareholder of City National, hereby approve this Agreement and the transactions contemplated herein.