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

Registration Statement; Proxy Statement; Shareholder Approval. UPC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of UPC Common Stock upon consummation of the Merger. Magna shall furnish all information concerning it and the holders of its capital stock as UPC may reasonably request in connection with such action. Magna shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Magna shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of Magna shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvals.

Registration Statement; Proxy Statement; Shareholder Approval. UPC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of UPC Common Stock upon consummation of the Merger. Magna Capital shall furnish all information concerning it and the holders of its capital stock as UPC may reasonably request in connection with such action. Magna Capital shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Magna Capital shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna Capital shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of Magna Capital shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvals.

Registration Statement; Proxy Statement; Shareholder Approval. UPC As soon as practicable after execution of this Agreement, Acquiror shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of UPC Acquiror Common Stock upon consummation of the Merger. Magna BFC shall furnish all information concerning it and the holders of its capital stock as UPC Acquiror may reasonably request in connection with such action. Magna BFC shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Magna BFC shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its BFC's shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna BFC shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approvalthis Agreement, and (iv) the Board of Directors and officers of Magna BFC shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvalsapproval.

Registration Statement; Proxy Statement; Shareholder Approval. UPC shall file the Registration Statement with the SEC, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of UPC Common Stock upon consummation of the Merger. Magna SFC shall furnish all information concerning it and the holders of its capital stock as UPC may reasonably request in connection with such action. Magna SFC shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Magna SFC shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna SFC shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of Magna SFC shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvals.

Registration Statement; Proxy Statement; Shareholder Approval. UPC KBI shall prepare and file the Registration Statement, of which the MFC 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 take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of UPC Company Common Stock constituting the Stock Consideration upon consummation of the MergerShare Exchange. Magna MFC shall furnish all information concerning it and the holders of its capital stock as UPC Company may reasonably request in connection with such action. Magna The parties agree to exercise their best efforts to cause the Registration Statement to be filed with the SEC no later than 14 days after the date KBI files with the SEC its Annual Report on Form 10-K for the year ended December 31, 2014. Subject to Section 8.8 hereof, MFC shall call a the MFC Shareholders' ’ Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger Share Exchange and such other related matters as it deems deemed appropriate. In connection with the MFC Shareholders' ’ Meeting, subject to the exercise of its fiduciary duties as required by Law, (i) Magna shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna MFC shall recommend (subject to compliance with their fiduciary duties as advised by counselSection 8.8 hereof) to its shareholders the approval of the matters submitted for approvalShare Exchange, and (ivii) the Board of Directors and officers of Magna shall MFC (subject to compliance with their fiduciary duties as advised by counselSection 8.8 hereof) shall use their reasonable efforts to obtain such shareholders' approvalsshareholder approval of the Share Exchange.

Registration Statement; Proxy Statement; Shareholder Approval. UPC As soon as practicable after execution of this Agreement, 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 blue sky or securities Laws in connection with the issuance of the shares of UPC FNB Common Stock upon consummation of the Merger. Magna Southwest shall furnish all information concerning it and the holders of its capital stock as UPC FNB may reasonably request in connection with such action. Magna Southwest shall call a Shareholders' Meeting, to be held as soon as reasonably practicable on a date that is determined by the Parties to be a mutually desirable date, which date shall be after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of this Agreement and the Plan of Merger and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Magna Southwest shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Magna Southwest shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to its shareholders the approval of the matters submitted for approvalthis Agreement, and (iv) the Board of Directors and officers of Magna Southwest shall (subject to compliance with their fiduciary duties as advised by counsel) use their reasonable efforts to obtain such shareholders' approvalsapproval.