Common use of REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL Clause in Contracts

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS 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 PSS Common Stock upon consummation of the Merger. GSMS 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 PSS may reasonably request in connection with such action. GSMS shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' Meetings, (i) GSMS and PSS shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (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 GSMS and PSS shall recommend to their respective stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law), and (iv) the Board of Directors and officers of GSMS and PSS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with and considered the advice of outside counsel, 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 GSMS's stockholder under applicable law). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Buyer 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 reasonably required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of PSS Buyer Common Stock upon consummation of the Merger. GSMS Target 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 PSS Buyer may reasonably request in connection with such action. GSMS Target shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SECSEC (and, to the extent practicable, on the same day as Buyer's Stockholders' Meeting), for the purpose of voting upon approval adoption of this Agreement and the Merger and such other related matters (with the consent of Buyer which shall not be unreasonably withheld) as it deems appropriate. PSS Buyer shall call a Stockholders' 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 the issuance of shares of PSS Buyer Common Stock pursuant to the Merger Merger, the adoption of an amendment to increase the number of shares that may be issued under the Buyer's Incentive Program by 1,500,000 and to authorize shares of Buyer Common Stock to be issued in connection with the performance of the obligations set forth in Section 3.5 (collectively, the "Plan Amendment") and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' Meetings, (i) GSMS Target and PSS Buyer shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (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 GSMS Target and PSS Buyer shall recommend to their respective stockholders the approval of the matters submitted for approval (unless subject to the Board of Directors of either PSS or GSMSTarget, after having consulted with and considered based on the advice written opinion of outside legal counselcounsel (a copy of which shall be furnished to Buyer), determines reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to its stockholders Target's stockholder under applicable law), and (iv) the Board of Directors and officers of GSMS Target and PSS Buyer shall use their commercially reasonable efforts to obtain such stockholders' approval (unless subject to the Board of Directors of GSMS or PSSTarget, after having consulted with and considered based on the advice written opinion of outside counselcounsel (a copy of which shall be furnished to Buyer), determines reasonably determining in good faith that the taking of such actions would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to GSMSTarget's stockholder under applicable law). PSS Buyer and GSMS Target shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS UPC 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 PSS UPC Common Stock upon consummation of the Merger. GSMS shall cooperate in Prior to the preparation and filing of the Registration Statement Statement, UPC shall provide Mutual and its counsel copies thereof. Mutual shall furnish all information concerning it and the holders of its capital stock as PSS UPC may reasonably request in connection with such action. GSMS Mutual shall call a Stockholders' 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 (i) this Agreement and the Plan of Merger and (ii) such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS Mutual shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective Mutual's stockholders, (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 GSMS and PSS Mutual shall recommend to their respective Mutual's stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS Mutual shall use their commercially reasonable efforts to obtain such stockholders' approval (unless approvals, provided that Mutual may withdraw, modify, or change in an adverse manner to UPC its recommendations if the Board of Directors of GSMS or PSSMutual, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of the members of such Mutual's Board of Directors to GSMS's stockholder under applicable law)Law. PSS and GSMS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall make all necessary filings prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with respect to the Merger SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Laws1934 Xxx) xx otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE or the NASD.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. (a) As soon promptly as reasonably practicable after execution of this Agreement, PSS Buyer shall prepare and file the Registration Statement with the SEC, and Target shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its stockholders in connection with the Stockholders’ Meeting (together with the Registration Statement, the “Proxy/Prospectus”), and Buyer and Target shall use its their respective reasonable efforts to cause the Registration Statement to become effective under the 1933 Act Securities Act, and the Proxy Statement to be cleared by the SEC, as promptly as practicable. Buyer shall 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 PSS Buyer Common Stock upon consummation of the Merger. GSMS Each of Buyer and Target shall cooperate in the preparation and filing of the Registration Statement Proxy/Prospectus and shall furnish all information concerning it and the holders of its capital stock as PSS may reasonably request be necessary in connection with the Proxy/Prospectus. Buyer and Target shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws, including filings required under SEC Rules 165, 425 and 14a-12. 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 threat of any proceeding for any such actionpurpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. GSMS As soon as reasonably practicable after the Registration Statement shall call have become effective and the Proxy Statement shall be cleared by the SEC, Target shall mail or otherwise make available in accordance with the Securities Act and the Exchange Act, the Proxy/Prospectus to its stockholders; provided, that Target and Buyer shall consult and cooperate with each other in determining the appropriate time for mailing or otherwise making available to Target’s stockholders the Proxy/Prospectus in light of the date set for the Stockholders’ Meeting. (b) Target shall duly call, give notice of, convene and hold a Stockholders' ’ Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective and the Proxy Statement is cleared by the SEC, on a date reasonably acceptable to Buyer, for the purpose of voting upon the approval and adoption of this Agreement and the Merger (“Target Stockholder Approval”), and such other related matters as it deems appropriate. PSS shall call a Stockholders' Meetingappropriate and shall, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon the issuance of shares of PSS Common Stock pursuant subject to the Merger provisions of this Section 8.1, through its board of directors, recommend to its stockholders the approval and such other related matters as it deems appropriateadoption of this Agreement and use its reasonable efforts to obtain the Target Stockholder Approval, including an amendment provided that Target may extend the date of the Stockholders’ Meeting to the Articles extent (x) necessary in order to obtain a quorum of Incorporation its stockholders or (y) Target reasonably determines that such delay is required by applicable Law. (c) Neither the board of PSS to increase the authorized capital stock directors of PSS. In connection with the Stockholders' Meetings, Target nor any committee thereof shall (i) GSMS and PSS shall prepare and file with except as expressly permitted by this Section 8.1, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Buyer, the SEC a Joint Proxy Statement and mail approval or recommendation of such Joint Proxy Statement to their respective stockholdersboard of directors or such committee of the Merger or this Agreement, (ii) the Parties shall furnish approve or recommend, or propose publicly to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statementapprove or recommend, any Acquisition Proposal, or (iii) cause Target to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the Board of Directors of GSMS foregoing, in the event that, prior to the adoption and PSS shall recommend to their respective stockholders the approval of this Agreement by the matters submitted for approval (unless holders of Target Common Stock, the Board board of Directors directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, Target determines in good faith faith, after it has received a Superior Offer and after consultation with outside counsel, that the making of such recommendation, or the failure to do so would be inconsistent with its fiduciary duties to Target stockholders under applicable Law, then the board of directors of Target may (subject to this and the following sentences) inform Target stockholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this and the following sentences) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its recommendationapproval or recommendation of this Agreement and the Merger (a “Subsequent Determination”)), would constitute but only at a breach time that is after the third business day following Buyer’s receipt of fiduciary duties written notice advising Buyer that the board of directors of Target has received a Superior Proposal, specifying the members material terms and conditions of such Board Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Buyer shall have three business days from the date of Directors receiving such notice to submit to Target any changes to the terms and conditions of this Agreement as would enable Target to proceed with its recommendation to its stockholders under applicable law)without a Subsequent Determination; provided, and (iv) that any such adjustment shall be at the Board of Directors and officers of GSMS and PSS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with and considered the advice of outside counsel, determines in good faith that the taking of such actions would constitute a breach of fiduciary duties discretion of the members Parties at the time. (d) Notwithstanding any other provision of such Board this Agreement, Target shall submit this Agreement to its stockholders at its Stockholders’ Meeting even if the board of Directors to GSMS's stockholder under applicable law). PSS and GSMS shall make all necessary filings with respect to directors of Target determines at any time after the Merger under the Securities Lawsdate hereof that it is no longer advisable or recommends that Target stockholders reject it.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after the execution of this Agreement, PSS Regions shall prepare and file the Registration Statement with the SEC, provided First United has provided, on a reasonably timely basis, all information concerning First United necessary for inclusion in the Registration Statement, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as reasonably practicable after the filing thereof 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 PSS Regions Common Stock upon consummation of the Merger. GSMS First United shall cooperate in the preparation and filing of the Registration Statement and shall promptly furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request in connection with such action. GSMS First United shall call a Stockholders' Meeting, to be held as soon as reasonably practicable within forty-five (45) days after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) this Agreement and the Merger and (ii) such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS First United shall prepare and file with mail the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective all of its stockholders, (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 GSMS and PSS First United shall recommend (subject to compliance with their respective fiduciary duties as advised in writing by counsel to such Board) to its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)this Agreement, and (iv) the Board of Directors and officers of GSMS and PSS First United shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted subject to compliance with and considered the advice of outside counsel, determines in good faith that the taking of such actions would constitute a breach of their fiduciary duties of the members of as advised in writing by counsel to such Board of Directors to GSMS's stockholder under applicable lawBoard). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Centura 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 PSS Centura Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation and filing of the Registration Statement and First Coastal shall furnish all information concerning it and the holders of its capital stock as PSS Centura may reasonably request in connection with such action. GSMS First Coastal shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS First Coastal shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective its stockholders, (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 GSMS and PSS First Coastal shall recommend to their respective stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS First Coastal shall use their commercially reasonable efforts to obtain such stockholders' approval (unless approval, provided that First Coastal may withdraw, modify, or change in an adverse manner to Centura its recommendations if the Board of Directors of GSMS or PSSFirst Coastal, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of the members of such First Coastal's Board of Directors to GSMS's stockholder under applicable law). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities LawsLaw.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. (a) As soon as reasonably practicable after execution of this Agreement, PSS Parent 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 Securities 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 PSS Parent Common Stock upon consummation of the Merger. GSMS Company 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 PSS Parent may reasonably request in connection with such action. GSMS . (b) Company shall call a Stockholders' 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 adoption of this Agreement and the Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS Company shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) its stockholders and 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 GSMS . Parent and PSS shall recommend to their respective stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law), and (iv) the Board of Directors and officers of GSMS and PSS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with and considered the advice of outside counsel, 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 GSMS's stockholder under applicable law). PSS and GSMS Company shall make all necessary filings with respect to the Merger under the Securities Laws. (c) In connection with the Stockholders' Meeting, the Board of Directors of Company shall recommend to its stockholders the approval of the matters submitted for approval; except as expressly permitted by this Section 8.1, neither the Board of Directors of Company (nor any committee thereof) shall (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, the approval or recommendation of such Board of Directors or such committee of this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "Company Acquisition Agreement") related to any Acquisition Proposal. Notwithstanding the foregoing, provided that neither Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 8.8, in the event that prior to Stockholders' Meeting (i) Company has received a Superior Proposal, (ii) the Board of Directors of Company determines in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Company to comply with its obligations to Company stockholders under applicable law, the Board of Directors of Company may (subject to this and the following sentences) inform Company stockholders that it no longer believes that the Merger is advisable and no longer recommends approval (a "Subsequent Determination"); provided, that Company may make a Subsequent Determination only at a time that is after the fifth business day following Parent's receipt of written notice advising Parent that the Board of Directors of Company has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Company shall provide a reasonable opportunity to Parent to make such adjustments in the terms and conditions of this Agreement as would enable Company to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, that any such adjustment shall be at the discretion of the Parties at the time. (d) Subject to the provisions of this Section 8.1, the Board of Directors and officers of Company shall use their reasonable efforts to obtain such stockholders' approval. Company's obligation to call, give notice of, convene and hold the Stockholders' Meeting in accordance with this Section 8.1 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or the making of any Subsequent Determination; provided, that, in the case of a Subsequent Determination, Company may delay or adjourn the Stockholders' Meeting by not more than 15 business days in order to give holders of Company Capital Stock a reasonable opportunity to consider such Subsequent Determination.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Buyer 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 reasonably required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of PSS Buyer Common Stock upon consummation of the Merger. GSMS Target 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 PSS Buyer may reasonably request in connection with such action. GSMS Target shall call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SECSEC (and, to the extent practicable, on the same day as Buyer's Stockholders' Meeting), for the purpose of voting upon approval adoption of this Agreement and the Merger and such other related matters (with the consent of Buyer which shall not be unreasonably withheld) as it deems appropriate. PSS Buyer shall call a Stockholders' 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 the issuance of shares of PSS Buyer Common Stock pursuant to the Merger Merger, and such other related matters as it deems appropriateappropriate (including, including without limitation, the adoption of an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock number of PSSshares that may be issued under the Buyer's Incentive Program by 1,500,000). In connection with the Stockholders' Meetings, (i) GSMS Target and PSS Buyer shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (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 GSMS Target and PSS Buyer shall recommend to their respective stockholders the approval of the matters submitted for approval (unless subject to the Board of Directors of either PSS or GSMSTarget, after having consulted with and considered based on the advice written opinion of outside legal counselcounsel (a copy of which shall be furnished to Buyer), determines reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to its stockholders Target's stockholder under applicable law), and (iv) the Board of Directors and officers of GSMS Target and PSS Buyer shall use their commercially reasonable efforts to obtain such stockholders' approval (unless subject to the Board of Directors of GSMS or PSSTarget, after having consulted with and considered based on the advice written opinion of outside counselcounsel (a copy of which shall be furnished to Buyer), determines reasonably determining in good faith that the taking of such actions would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to GSMSTarget's stockholder under applicable law). PSS Buyer and GSMS Target shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after the execution of this Agreement, PSS Regions shall prepare and file the Registration Statement with the SEC, provided FCBS has provided, on a reasonably timely basis, all information concerning FCBS necessary for inclusion in the Registration Statement, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as reasonably practicable after the filing thereof 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 PSS Regions Common Stock upon consummation of the Merger. GSMS FCBS shall cooperate in the preparation and filing of the Registration Statement and shall promptly furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request in connection with such action. GSMS FCBS shall call a Stockholders' Meeting, to be held as soon as reasonably practicable within 45 days after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) this Agreement and the Merger and (ii) such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS FCBS shall prepare and file with mail the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective all of its stockholders, (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 GSMS and PSS FCBS shall recommend (subject to compliance with their respective fiduciary duties as advised in writing by counsel to such Board) to its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)this Agreement, and (iv) the Board of Directors and officers of GSMS and PSS FCBS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted subject to compliance with and considered the advice of outside counsel, determines in good faith that the taking of such actions would constitute a breach of their fiduciary duties of the members of as advised in writing by counsel to such Board of Directors to GSMS's stockholder under applicable lawBoard). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS UPC 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 PSS UPC Common Stock upon consummation of the Merger. GSMS shall cooperate in Prior to the preparation and filing of the Registration Statement Statement, UPC shall provide Mutual and its counsel copies thereof. Mutual shall furnish all information concerning it and the holders of its capital stock as PSS UPC may reasonably request in connection with such action. GSMS Mutual shall call a Stockholders' 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 (i) this Agreement and the Plan of Merger and (ii) such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS Mutual shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective Mutual's stockholders, (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 GSMS and PSS Mutual shall recommend to their respective Mutual's stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS Mutual shall use their commercially reasonable efforts to obtain such stockholders' approval (unless approvals, provided that Mutual may withdraw, modify, or change in an adverse manner to UPC its recommendations if the Board of Directors of GSMS or PSSMutual, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could constitute a breach of the fiduciary duties of the members of such Mutual's Board of Directors to GSMS's stockholder under applicable law)Law. PSS and GSMS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall make all necessary filings prohibit accurate disclosure by either Party of information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with respect to the Merger SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Laws0000 Xxx) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NYSE or the NASD.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As Subject to the obligations and understandings set forth in Section 6.7 hereof, as soon as reasonably practicable after execution of this Agreement, PSS at a date determined by Vicor in its sole discretion (provided that such date is after the closing of the Convertible Note Private Financing), Vicor shall prepare and SRKP shall file the Registration Statement with the SEC, and both parties shall use its their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Securities Act and take any action required to be taken under the applicable state Blue Sky or securities Laws laws in connection with the issuance of the shares of PSS SRKP Common Stock upon consummation of the Merger. GSMS SRKP and Vicor shall each cooperate in the preparation and filing of the Registration Statement and shall each furnish all information concerning it and the holders of its capital stock as PSS either party may reasonably request in connection with such action. GSMS Vicor shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS SRKP shall prepare and file with the SEC a Joint the Registration Statement which shall contain the Proxy Statement and Vicor shall mail such Joint Proxy Statement to their respective the Vicor stockholders, (ii) the Parties Vicor shall furnish to each other SRKP all information concerning them Vicor that they SRKP may reasonably request in connection with such Joint Proxy Statement, (iii) the Board of Directors of GSMS and PSS Vicor shall recommend to their respective Vicor stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS Vicor shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with approval. SRKP and considered the advice of outside counsel, 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 GSMS's stockholder under applicable law). PSS and GSMS Vicor shall make all necessary filings with respect to the Merger under the Securities Laws.securities laws. Neither the Registration Statement nor any of the registration statements referenced in Section 6.7 hereof shall be filed at any time before the final closing and termination of the Convertible Note Private Financing. EXECUTION COPY

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after the execution of this Agreement, PSS Regions shall prepare and file the Registration Statement with the SEC, provided PALFED has provided, on a reasonably timely basis, all information concerning PALFED necessary for inclusion in the Registration Statement, and shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as reasonably practicable after the filing thereof and take any action required to be taken under the other applicable state Blue Sky or securities Laws in connection with the issuance of the shares of PSS Regions Common Stock upon consummation of the Merger. GSMS PALFED shall cooperate in the preparation and filing of the Registration Statement and shall promptly furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request in connection with such action. GSMS PALFED shall call a Stockholders' Meeting, to be held as soon as reasonably practicable within forty-five (45) days after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval of (i) this Agreement and the Merger and (ii) such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS PALFED shall prepare and file with mail the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective all of its stockholders, (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 GSMS and PSS PALFED shall recommend (subject to compliance with their respective fiduciary duties as advised in writing by counsel to such Board) to its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)this Agreement, and (iv) the Board of Directors and officers of GSMS and PSS PALFED shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted subject to compliance with and considered the advice of outside counsel, determines in good faith that the taking of such actions would constitute a breach of their fiduciary duties of the members of as advised in writing by counsel to such Board of Directors to GSMS's stockholder under applicable lawBoard). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities Laws.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Regions 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 PSS Regions Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation and filing of the Registration Statement and shall Morgxx xxxll furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request for inclusion in connection with such actionthe Registration Statement. GSMS shall Morgxx xxxll call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS shall Morgxx xxxll prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective its stockholders, (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 GSMS and PSS shall Morgxx xxxll recommend to their respective its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS shall Morgxx xxxll use their commercially its reasonable efforts to obtain such stockholders' approval (unless approval, provided that Morgxx xxx withdraw, modify, or change in an adverse manner to Regions its recommendations if the Board of Directors of GSMS or PSSMorgxx, after xxter having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of the members of such Board Morgxx'x Xxxrd of Directors to GSMS's stockholder under applicable law)Law. PSS and GSMS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall make all necessary filings prohibit accurate disclosure by Morgxx xx information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the Merger under the Securities LawsNASD.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon (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 after execution and in any event within 30 days from the date of this Agreement, PSS shall prepare subject to full cooperation of Target and file 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 with and the SEC, Proxy Statement. Each of Buyer and shall Target agrees to use its all commercially reasonable efforts to cause the Registration Statement to become be declared effective under the 1933 Securities Act as promptly as reasonably practicable after filing thereof, and take any action Target shall thereafter mail or deliver the Proxy Statement to its stockholders. Buyer also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be taken under carry out the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of PSS Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation transactions contemplated by this Agreement, and filing of the Registration Statement and Target shall furnish all information concerning it Target and the holders of its capital stock Target Common Stock as PSS may be reasonably request requested in connection with any such action. GSMS 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 call 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. (b) Target shall duly call, give notice of, establish a record date for, convene and hold a stockholders’ meeting (the “Stockholders' ’ Meeting”), to be held as soon promptly as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon approval and adoption of this Agreement and (the Merger “Target Stockholder Approval”) and such other related matters as it deems appropriate. PSS Target agrees that its obligations pursuant to this Section 7.1(b) shall call a Stockholders' Meeting, to not be held as soon as reasonably practicable after the Registration Statement is declared effective affected by the SECcommencement, for the purpose proposal, disclosure or communication to Target of voting upon the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSSany Acquisition Proposal. In connection with the Stockholders' Meetings, Target shall (i) GSMS through its board of directors, recommend to its stockholders the approval and PSS shall prepare and file with adoption of this Agreement (the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders“Target Recommendation”), (ii) include such Target Recommendation in the Parties Proxy Statement and (iii) use its reasonable best efforts to obtain the Target Stockholder Approval. Neither the board of directors of Target nor any committee thereof shall furnish withdraw, qualify or modify, or propose publicly to each other all information concerning them that they may withdraw, qualify or modify, in a manner adverse to Buyer, the Target Recommendation or take any action, or make any public statement, filing or release inconsistent with the Target Recommendation. If requested by Buyer, Target shall retain a proxy solicitor reasonably request acceptable to, and on terms reasonably acceptable to, Buyer in connection with such Joint Proxy Statement, (iii) obtaining the Board of Directors of GSMS and PSS shall recommend to their respective stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law), and (iv) the Board of Directors and officers of GSMS and PSS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with and considered the advice of outside counsel, 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 GSMS's stockholder under applicable law). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities LawsTarget Stockholder Approval.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon Buyer agrees to prepare the Registration Statement (including the Proxy Statement and all related documents). Each of the Parties agrees to cooperate, and to cause its Subsidiaries to cooperate, with the other, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Republic and its Subsidiaries have cooperated as reasonably practicable after execution of this Agreementrequired above, PSS shall prepare and Buyer agrees to file the Registration Statement with the SEC, and SEC as soon as reasonably practicable. Each of the Parties shall use its reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as promptly as practicable after the filing thereof, and Buyer shall use its reasonable efforts to 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 PSS Buyer Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation and filing of the Registration Statement and Republic shall furnish all information concerning it it, its directors and officers and the holders of its capital stock as PSS Buyer may reasonably request for inclusion in connection with such actionthe Registration Statement. GSMS Republic shall call and cause to be convened a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (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 GSMS and PSS Republic shall recommend to their respective its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (ivii) the Board of Directors and officers of GSMS and PSS Republic shall use their commercially reasonable efforts to obtain such stockholders' approval (unless approval, provided that Republic may withdraw, modify, or change in an adverse manner to Buyer its recommendations if the Board of Directors of GSMS or PSSRepublic, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of the members of such Republic's Board of Directors to GSMS's stockholder under applicable law)Law. PSS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall (i) prohibit accurate disclosure by Republic of information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the NASD or (ii) relieve Republic from its obligation to call and GSMS convene the Stockholders' Meeting. Each of Buyer and Republic further agrees that if it shall make all necessary filings become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Merger under statements therein not false or misleading, to promptly inform the Securities Lawsother party thereof and to take the necessary steps to correct the Proxy Statement.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Regions 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 PSS Regions Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation and filing of the Registration Statement and Park Meridian shall furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request for inclusion in connection with such actionthe Registration Statement. GSMS Park Meridian shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS Park Meridian shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective its stockholders, (ii) the Parties each Party shall furnish to each the other all information concerning them that they such other Party may reasonably request in connection with such Joint Proxy Statement, (iii) the Board of Directors of GSMS and PSS Park Meridian shall recommend to their respective its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS Park Meridian shall use their commercially its reasonable efforts to obtain such stockholders' approval (unless approval, provided that Park Meridian may withdraw, modify, or change in an adverse manner to Regions its recommendations if the Board of Directors of GSMS or PSSPark Meridian, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of the members of such Park Meridian's Board of Directors to GSMS's stockholder under applicable law)Law. PSS and GSMS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall make all necessary filings prohibit accurate disclosure by Park Meridian of information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the Merger under the Securities LawsNASD.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As soon as reasonably practicable after execution of this Agreement, PSS Regions 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 PSS Regions Common Stock upon consummation of the Merger. GSMS shall cooperate in the preparation and filing of the Registration Statement and Xxxxxx shall furnish all information concerning it and the holders of its capital stock as PSS Regions may reasonably request for inclusion in connection with such actionthe Registration Statement. GSMS Xxxxxx shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' MeetingsMeeting, (i) GSMS and PSS Xxxxxx shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective its stockholders, (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 GSMS and PSS Xxxxxx shall recommend to their respective its stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law)approval, and (iv) the Board of Directors and officers of GSMS and PSS Xxxxxx shall use their commercially its reasonable efforts to obtain such stockholders' approval (unless approval, provided that Xxxxxx may withdraw, modify, or change in an adverse manner to Regions its recommendations if the Board of Directors of GSMS or PSSXxxxxx, after having consulted with and considered based upon the advice of outside counsel, determines in good faith that the taking of such actions would failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of the members of such Xxxxxx'x Board of Directors to GSMS's stockholder under applicable law)Law. PSS and GSMS In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall make all necessary filings prohibit accurate disclosure by Xxxxxx of information that is required to be disclosed in the Registration Statement or the Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law or regulations or rules of the Merger under the Securities LawsNASD.

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. (a) As soon as reasonably practicable after execution of this Agreement, PSS CCBG shall prepare a private placement memorandum/proxy statement (the "Placement Memorandum") in compliance with SEC Regulation D 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 Rule 506 thereunder and take any action required to be taken under the applicable state Blue Sky or securities Laws in connection with the issuance of Laws, to offer and issue the shares of PSS CCBG Common Stock issuable upon consummation of the Merger. GSMS Mergers. (b) GHC and FNBGC shall cooperate in the preparation and filing of the Registration Statement Placement Memorandum and shall furnish all information concerning it GHC and FNBGC and the holders of its their capital stock as PSS CCBG may reasonably request in connection with such action. GSMS GHC and FNBGC shall each call a Stockholders' Meeting, to be held as soon as reasonably practicable after the Registration Statement Placement Memorandum is declared effective by the SEC, available for the purpose of voting upon approval of this Agreement and the Merger and such other related matters as it each of them deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' Meetings, Meeting; (i) GSMS and PSS shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Joint Proxy Statement, Placement Memorandum; (iiiii) the Board of Directors of GSMS GHC and PSS FNBGC shall recommend to their respective stockholders the approval of the matters submitted for approval (unless except to the extent legally required for the discharge by the Board of Directors of either PSS or GSMSFNBGC of its fiduciary duties, after having consulted with and considered as determined by a majority of the advice entire Board, based on the written opinion of outside legal counsel, determines 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 its stockholders counsel under applicable law), ; and (iviii) the Board of Directors and officers of GSMS GHC and PSS FNBGC shall use their commercially reasonable efforts to obtain such stockholders' approval (unless except to the extent legally required for the discharge by the Board of Directors of GSMS or PSSFNBGC of its fiduciary duties, after having consulted with and considered as determined by a majority of the advice entire Board, based on the written opinion of outside counsel, 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 GSMS's stockholder counsel under applicable law). PSS CCBG and GSMS GHC shall make all necessary filings with respect to the Merger Mergers under the Securities Laws and all state securities and blue sky laws. (c) No later than 30 days after the publication of 30 days of combined results of operations following the Mergers, CCBG shall prepare and file with the SEC a Registration Statement on Form S-3 or other available form with respect to the shares of CCBG Common Stock issued pursuant to this Agreement. CCBG shall maintain the Registration Statement effective until the first anniversary of the Effective Time of the Mergers. (d) CCBG shall pay all expenses incurred by CCBG in complying with this Section 8.1(c), including without limitation registration fees, exchange or Nasdaq listing fees, printing expenses, fees and disbursements of counsel for CCBG (in connection with the resale registration statement), state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions, if any. (e) Upon the registration of shares of the CCBG Common Stock pursuant to this Agreement, CCBG shall indemnify and hold harmless the former GHC stockholders selling such shares (the "Selling Stockholders"), any underwriter of such shares and each other person, if any, who controls such GHC stockholder or underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Laws, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions with respect thereto) arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, any prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and CCBG will reimburse such GHC stockholder, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such GHC stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage or action; provided, however; that CCBG will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to CCBG, in writing, by or on behalf of such GHC or FNBGC stockholder, underwriter or controlling person specifically for use in the preparation thereof. (f) The GHC and FNBGC stockholders, severally and not jointly, shall indemnify and hold harmless CCBG against any losses, claims, damages or liabilities, joint or several, to which CCBG may become subject under the Securities Laws, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions with respect thereto) arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, any prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished by such GHC or FNBGC stockholder which specifically relates to such GHC or FNBGC stockholder and is specifically for use in the preparation of the Registration Statement;

REGISTRATION STATEMENT; PROXY STATEMENT; STOCKHOLDER APPROVAL. As ------------------------------------------------------------- soon as reasonably practicable after execution of this Agreement, PSS 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 PSS Common Stock upon consummation of the Merger. GSMS 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 PSS may reasonably request in connection with such action. GSMS shall call a Stockholders' 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 Merger and such other related matters as it deems appropriate. PSS shall call a Stockholders' 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 the issuance of shares of PSS Common Stock pursuant to the Merger and such other related matters as it deems appropriate, including an amendment to the Articles of Incorporation of PSS to increase the authorized capital stock of PSS. In connection with the Stockholders' Meetings, (i) GSMS and PSS shall prepare and file with the SEC a Joint Proxy Statement and mail such Joint Proxy Statement to their respective stockholders, (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 GSMS and PSS shall recommend to their respective stockholders the approval of the matters submitted for approval (unless the Board of Directors of either PSS or GSMS, after having consulted with and considered the advice of outside legal counsel, determines 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 its stockholders under applicable law), and (iv) the Board of Directors and officers of GSMS and PSS shall use their commercially reasonable efforts to obtain such stockholders' approval (unless the Board of Directors of GSMS or PSS, after having consulted with and considered the advice of outside counsel, 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 GSMS's stockholder under applicable law). PSS and GSMS shall make all necessary filings with respect to the Merger under the Securities Laws.