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

Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement (in no event, later than January 31, 1997), FNB shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state blue sky or securities Laws in connection with the issuance of the shares of FNB Common Stock upon consummation of the Merger. West Coast shall promptly furnish all information concerning it and the holders of its capital stock as FNB may reasonably request in connection with such action. West Coast shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast shall prepare and file with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement to its shareholders, (ii) the Parties shall promptly 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 West Coast shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable best efforts to obtain such shareholders' approval.

Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement (in no event, event later than January 31April 30, 19971998), FNB FBI shall file the Registration Statement with the SEC, and shall use its reasonable best 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 FNB FBI Common Stock upon consummation of the Merger. West Coast First National shall promptly furnish all information concerning it and the holders of its capital stock as FNB FBI may reasonably request in connection with such action. West Coast First National shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast First National shall prepare and file with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement to its shareholders, (ii) the Parties shall promptly 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 West Coast First National shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, (iv) each member of the Board of Directors of First National shall vote all West Coast First National Common Shares Stock beneficially owned by each in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast First National shall (subject to compliance with their fiduciary duties under applicable law as advised by counsel) use their reasonable best efforts to obtain such shareholders' approval.

Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution Each of this Agreement (in no event, later than January 31, 1997), FNB Parent and Subject Company shall prepare and file the Registration Statement, of which the Proxy Statement shall form a part, with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and Parent shall take any action required to be taken under the applicable state blue sky Blue Sky or securities Laws in connection with the issuance of the shares of FNB Parent Common Stock upon consummation of the Merger. West Coast Each of Parent and Subject Company shall promptly furnish all information concerning it and the holders of its capital stock as FNB the other Party may reasonably request in connection with such action. West Coast Subject Company shall call a Shareholders' Meeting, to be held on a date that after the Registration Statement is determined declared effective by the Parties SEC for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. Assuming the Registration Statement is then effective, the Subject Company shall call the 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 a mutually desirable date, which date shall be Shareholders' Meeting as soon thereafter as practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast shall prepare and file with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement to its shareholders, (ii) the Parties shall promptly 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 West Coast Subject Company shall recommend (subject to compliance with their its fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this AgreementMerger, and (vii) the Board of Directors and officers of West Coast shall (subject to compliance with their its fiduciary duties as advised by counsel) and officers of Subject Company shall use their reasonable best efforts to obtain such shareholders' shareholder approval.

Registration Statement; Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement (Agreement, at a date determined by CCBG in no eventits sole discretion, later than January 31, 1997), FNB 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 Blue Sky or securities Laws in connection with the issuance of the shares of FNB CCBG Common Stock upon consummation of the MergerMergers. West Coast FBWP shall promptly 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 FNB CCBG may reasonably request in connection with such action. West Coast FBWP shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be 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, (i) West Coast CCBG shall prepare and file with the SEC a the Registration Statement which shall contain the Proxy Statement relating to the Merger and FBWP shall mail such Proxy Statement to its the FBWP shareholders, (ii) the Parties FBWP shall promptly furnish to each other CCBG all information concerning them FBWP that they CCBG may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of West Coast FBWP shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its FBWP's shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreementmatters submitted for approval, and (viv) the Board of Directors and officers of West Coast FBWP shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable best efforts to obtain such shareholders' approval. CCBG and FBWP shall make all necessary filings with respect to the Mergers under the Securities Laws.

Registration Statement; Proxy Statement; Shareholder Approval. As ------------------------------------------------------------- soon as practicable after execution of this Agreement (in no eventAgreement, later than January 31, 1997), FNB PURCHASER shall file the Registration Statement with the SEC, and shall use its reasonable best 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 Blue Sky or securities Laws in connection with the issuance of the shares of FNB PURCHASER Common Stock upon consummation of the Merger. West Coast TARGET shall promptly furnish all information concerning it and the holders of its capital stock as FNB PURCHASER may reasonably request in connection with such action. West Coast TARGET shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of the Merger and this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (ia) West Coast PURCHASER shall prepare and file on TARGET's behalf a Proxy Statement (which shall be included in the Registration Statement) with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement it to its shareholders, (iib) the Parties shall promptly furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iiic) the Board of Directors of West Coast TARGET shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast shall (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders that they approve this Agreement, and (d) the Board of Directors and officers of TARGET shall use their reasonable best efforts to obtain such shareholders' approvalapproval (subject to compliance with their fiduciary duties as advised by counsel).

Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement (in no event, event later than January May 31, 19971999), FNB First Premier shall file the Registration Statement related to First Premier's proposed Initial Public Offering ("IPO") and First Premier and Premier shall file the Registration Proxy Statement in connection with the Merger with the SEC, and shall use its their reasonable best efforts to cause the Registration Statement and the Registration Proxy 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 FNB First Premier Common Stock upon consummation of the Merger. West Coast Premier shall promptly furnish all information concerning it and the holders of its capital stock as FNB First Premier may reasonably request in connection with such action. West Coast Premier shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast Premier shall prepare and file with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement to its shareholders, (ii) the Parties shall promptly furnish to each other all information concerning them that they may reasonably request in connection with the preparation of such Proxy Statement, (iii) the Board of Directors of West Coast Premier shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, and (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast Premier shall (subject to compliance with their fiduciary duties under applicable law as advised by counsel) use their reasonable best efforts to obtain such shareholders' approval.

Registration Statement; Proxy Statement; Shareholder Approval. As ------------------------------------------------------------- soon as practicable after execution of this Agreement (in no eventAgreement, later than January 31, 1997), FNB PURCHASER shall file the Registration Statement with the SEC, and shall use its reasonable best 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 Blue Sky or securities Laws in connection with the issuance of the shares of FNB PURCHASER Common Stock upon consummation of the Merger. West Coast TARGET shall promptly furnish all information concerning it and the holders of its capital stock as FNB PURCHASER may reasonably request in connection with such action. West Coast TARGET shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of the merger and this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (ia) West Coast PURCHASER shall prepare and file on TARGET's behalf a Proxy Statement (which shall be included in the Registration Statement) with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement it to its shareholders, (iib) the Parties shall promptly furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iiic) the Board of Directors of West Coast TARGET shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast shall (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders that they approve this Agreement, and (d) the Board of Directors and officers of TARGET shall use their reasonable best efforts to obtain such shareholders' approvalapproval (subject to compliance with their fiduciary duties as advised by counsel).

Registration Statement; Proxy Statement; Shareholder Approval. As soon as practicable after execution of this Agreement (in no event, event later than January May 31, 19971999), FNB Riva Bancshares shall file the Registration Statement related to Riva Bancshares' proposed Initial Public Offering ("IPO") and Riva Bancshares and Premier shall file the Registration Proxy Statement in connection with the Merger with the SEC, and shall use its their reasonable best efforts to cause the Registration Statement and the Registration Proxy 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 FNB Riva Bancshares Common Stock upon consummation of the Merger. West Coast Premier shall promptly furnish all information concerning it and the holders of its capital stock as FNB Riva Bancshares may reasonably request in connection with such action. West Coast Premier shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be as soon as practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast Premier shall prepare and file with the SEC a Proxy Statement relating to the Merger and mail such Proxy Statement to its shareholders, (ii) the Parties shall promptly furnish to each other all information concerning them that they may reasonably request in connection with the preparation of such Proxy Statement, (iii) the Board of Directors of West Coast Premier shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its shareholders the approval of this Agreement, and (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (v) the Board of Directors and officers of West Coast Premier shall (subject to compliance with their fiduciary duties under applicable law as advised by counsel) use their reasonable best efforts to obtain such shareholders' approval.

Registration Statement; Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement (in no eventAgreement, later than January 31, 1997), FNB Huntington shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state blue sky Blue Sky or securities Laws in connection with the issuance of the shares of FNB Huntington Common Stock upon consummation of the Merger. West Coast Citi-Bancshares shall promptly furnish all information concerning it and the holders of its capital stock as FNB Huntington may reasonably request in connection with such action. West Coast Citi-Bancshares shall call a Shareholders' Meeting, to be held on a date that is determined by the Parties to be a mutually desirable date, which date shall be 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 Agreement, Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) West Coast Citi-Bancshares and Huntington shall prepare and file prepare, as part of the Registration Statement filed with the SEC SEC, a Proxy Statement relating to the Merger and mail such Proxy Statement to its Citi-Bancshares' shareholders, (ii) the Parties shall promptly 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 West Coast Citi-Bancshares shall recommend (subject to compliance with their fiduciary duties under applicable law as advised by counsel) to its Citi-Bancshares' shareholders the approval of this Agreement, (iv) shall vote all West Coast Common Shares beneficially owned in favor of the approval of this Agreement, and (viv) the Board of Directors and officers of West Coast Citi-Bancshares shall (subject to compliance with their fiduciary duties as advised by counsel) use their its reasonable best efforts to obtain such shareholders' approval.