Registration Statement; Proxy Statement; Shareholder Approvals Sample Clauses
Registration Statement; Proxy Statement; Shareholder Approvals. (a) ▇▇▇▇▇▇▇ and Southwest shall promptly prepare and file with the SEC, a joint proxy statement/prospectus in definitive form (including any amendments thereto, the “Proxy Statement”) and ▇▇▇▇▇▇▇ shall prepare and file with the SEC the Registration Statement (including the prospectus of ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ and Southwest agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other Party and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Each of ▇▇▇▇▇▇▇ and Southwest 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 Southwest and ▇▇▇▇▇▇▇ shall thereafter mail or deliver the Proxy Statement to their respective shareholders promptly following the date of effectiveness of the Registration Statement. ▇▇▇▇▇▇▇ 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 Southwest shall furnish all information concerning Southwest and the holders of Southwest Common Stock as may be reasonably requested in connection with any such action. Each of ▇▇▇▇▇▇▇ and Southwest agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and 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 ▇▇▇▇▇▇▇, Southwest or their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. Southwest shall have the right to review and consult with ▇▇▇▇▇▇▇ with respect to any information included in, the Registration Statement prior to its being filed with the SEC. ▇▇▇▇▇▇▇ will advise Southwest, promptly after ▇▇▇▇▇▇▇ receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been file...
Registration Statement; Proxy Statement; Shareholder Approvals. NCBC shall file the Registration Statement with the SEC, and shall use its reasonable effort 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 NCBC Common Stock upon consummation of the Merger. FFC shall furnish all information concerning it and the holders of its capital stock as NCBC may reasonably request in connection with such action. FFC 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 its deems appropriate. In connection with the shareholders' meeting, (i) NCBC and FFC shall prepare a Proxy Statement (which shall be included in the Registration Statement with the SEC) and mail such Proxy Statement to the shareholders of FFC, (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 FFC shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to their shareholders the approval of the matters submitted for approval, and (iv) the Board of Directors and officers of FFC shall (subject to compliance with their fiduciary duties as advised by counsel) use all reasonable effort to solicit and obtain such approval and adoption and shall not recommend or present for shareholder consideration in any manner any other Acquisition Proposal. FFC shall have no duty to disclose its Shareholder list to NCBC. FFC shall have the right to mail the Proxy Statement to its Shareholders, except that FFC agrees that the use of a commercial mailing service to mail the Proxy Statement is acceptable to FFC unless the use thereof appears reasonably likely to disclose the list of FFC's Shareholders to NCBC.