Common use of Registration Statement; Regulatory Matters Clause in Contracts

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an application. Unified shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller shall furnish Unified all information concerning Seller and the shareholders thereof as Unified may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified The parties shall prepare and file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy material) with respect to the shares of Unified Foxtrot (DE) Common Stock (to be issued in the "Registration Statement"), Reincorporation Merger and the Second Step Merger and shall apply to the NYSE to list the shares of Foxtrot (DE) Common Stock to be issued in connection with the transactions contemplated by this Agreement. The parties shall prepare and file a notice with the Board as soon as reasonably practicable. The parties shall use its best all reasonable efforts to cause the Registration Statement to become effective by no later than August 31, 1997effective. Unified shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an application. Unified The parties shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller Firstar and Star shall furnish Unified all information concerning Seller their respective Subsidiaries and the shareholders stockholders thereof as Unified may reasonably request be requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Reincorporation Merger and the Second Step Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Authorities. Upon Star and Firstar shall have the effectiveness of the Registration Statementright to review in advance, Unified shall use its best effortsand, to the extent practicable, each will consult with the other on, in each case subject to have applicable laws relating to the Unified Common Stock traded over-the-counter with quotes published by exchange of information, all the National Quotation Bureauinformation relating to Star or Firstar, Inc. Daily Quotation System. (b) Seller as the case may be, and Buyers shall cooperate and use any of their respective best efforts Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to prepare all documentation, to effect all filings and to obtain the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, provided that such actions do not: (i) materially impede or delay Agreement and each party will keep the receipt other apprised of any approval referred the status of matters relating to in Section 6.01(b); (ii) prevent or impede the completion of the transactions contemplated hereby herein. (c) Star and Firstar shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Star, Firstar or any of their respective Subsidiaries to any Regulatory Authority in connection with the Reincorporation Merger and the Second Step Merger and the other transactions contemplated by this Agreement. (d) Star and Firstar shall promptly advise each other upon receiving any communication from qualifying as a reorganization within the meaning of Section 368 of the Code; any Regulatory Authority whose consent or (iii) the approval is required for consummation of the transactions contemplated by this AgreementAgreement which causes such party to believe that there is a reasonable likelihood that any requisite approval of any Regulatory Authority will be denied or materially delayed.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Buyer shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall prepare ----------------------------------------- and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file with the SEC as soon as is reasonably practicable an application for approval the Registration Statement (or the equivalent in the form of preliminary proxy material) with respect to the shares of Buyer Common Stock to be issued in the Merger with each such Regulatory Authority as may require an applicationafter the Effective Time and distributed pursuant to the Distribution. Unified Buyer shall use all reasonable efforts to cause the Registration Statement to become effective. Buyer shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and its Subsidiaries shall furnish Unified Buyer all information concerning Seller and its Subsidiaries and the shareholders Selling Stockholder thereof as Unified Buyer may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified Buyer shall use its best effortsefforts to cause the shares of Buyer Common Stock to be issued in the Merger to be approved for listing on the Nasdaq subject to official notice of issuance, prior to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation SystemEffective Time. (b) Seller and Buyers Buyer shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided as and if directed by Buyer, to consummate such other mergers, consolidations or asset transfers or other transactions by and among Buyer's Subsidiaries and Seller's Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: the foregoing shall not (iA) alter or -------- ------- change the Merger Consideration, (B) adversely affect the tax treatment to Selling Stockholder as a result of receiving the Merger Consideration or (C) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified The parties shall prepare and file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy material) with respect to the shares of Unified Firstar (WI) Common Stock (to be issued in the "Registration Statement"), First Step Merger and the Second Step Merger and shall apply to the NYSE to list the shares of Firstar (WI) Common Stock to be issued in connection with the transactions contemplated by this Agreement. The parties shall prepare and file a notice with the Board as soon as reasonably practicable. The parties shall use its best all reasonable efforts to cause the Registration Statement to become effective by no later than August 31, 1997effective. Unified shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an application. Unified The parties shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller Firstar and Star shall furnish Unified all information concerning Seller their respective Subsidiaries and the shareholders stockholders thereof as Unified may reasonably request be requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the First Step Merger and the Second Step Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Authorities. Upon Star and Firstar shall have the effectiveness of the Registration Statementright to review in advance, Unified shall use its best effortsand, to the extent practicable, each will consult with the other on, in each case subject to have applicable laws relating to the Unified Common Stock traded over-the-counter with quotes published by exchange of information, all the National Quotation Bureauinformation relating to Star or Firstar, Inc. Daily Quotation System. (b) Seller as the case may be, and Buyers shall cooperate and use any of their respective best efforts Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to prepare all documentation, to effect all filings and to obtain the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, provided that such actions do not: (i) materially impede or delay Agreement and each party will keep the receipt other apprised of any approval referred the status of matters relating to in Section 6.01(b); (ii) prevent or impede the completion of the transactions contemplated hereby herein. (c) Star and Firstar shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Star, Firstar or any of their respective Subsidiaries to any Regulatory Authority in connection with the First Step Merger and the Second Step Merger and the other transactions contemplated by this Agreement. (d) Star and Firstar shall promptly advise each other upon receiving any communication from qualifying as a reorganization within the meaning of Section 368 of the Code; any Regulatory Authority whose consent or (iii) the approval is required for consummation of the transactions contemplated by this AgreementAgreement which causes such party to believe that there is a reasonable likelihood that any requisite approval of any Regulatory Authority will be denied or materially delayed.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified The parties and their respective counsel shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as soon as is reasonably practicable preliminary proxy materials of HFP under the case may be, Exchange Act with respect to the shares Merger and a preliminary prospectus of Unified Xxxxxx with respect to the Xxxxxx Common Stock (to be issued in the "Registration Statement")Merger, and shall will thereafter use its their respective best efforts to respond to any comments of the SEC with respect thereto and to cause the Registration Statement to become effective and the Proxy Statement and proxy to be mailed to HFP's stockholders as promptly as practicable. Subject to Section 6.13, the Proxy Statement shall include the unqualified recommendation of the HFP Board that the HFP Stockholders vote in favor of the approval and adoption of this Agreement and the transactions contemplated by no later than August 31, 1997this Agreement. Unified Xxxxxx shall prepare and, subject apply to the review and consent NYSE to list the shares of Seller Xxxxxx Common Stock to be issued in connection with respect to matters relating to Seller, use its best efforts to file the transactions contemplated by this Agreement as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an applicationpracticable. Unified Xxxxxx shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, the shares of Xxxxxx Common Stock to be issued in the Merger and Seller HFP and Xxxxxx shall furnish Unified all information concerning Seller their respective Subsidiaries and the shareholders stockholders thereof as Unified may reasonably request be requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Authorities. Upon the effectiveness of the Registration Statement, Unified shall use its best effortsXxxxxx and HFP shall, to the extent practicable, consult with the other on, in each case subject to have applicable laws relating to the Unified Common Stock traded over-the-counter with quotes published by exchange of information, all the National Quotation Bureauinformation relating to Xxxxxx or HFP, Inc. Daily Quotation System. (b) Seller as the case may be, and Buyers shall cooperate and use any of their respective best efforts Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to prepare all documentation, to effect all filings and to obtain the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, provided that such actions do not: (i) materially impede or delay Agreement and each party will keep the receipt other apprised of any approval referred the status of matters relating to in Section 6.01(b); (ii) prevent or impede the completion of the transactions contemplated hereby herein. (c) Xxxxxx and HFP shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Xxxxxx, HFP or any of their respective Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. (d) Xxxxxx and HFP shall use commercially reasonable efforts to inform each other and their respective counsel of any communication from qualifying as a reorganization within the meaning of Section 368 of the Code; any Regulatory Authority whose consent or (iii) approval is required for the consummation of the transactions contemplated by this Agreement, including any requests by any Regulatory Authority for additional information, or with respect to any filing made with any Regulatory Authority, will consult with such party and their counsel before submitting any response to the Regulatory Authority with respect thereto. (e) Xxxxxx and HFP shall each use its best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, dated the date on which the S-4 Registration Statement shall become effective, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement. (f) Notwithstanding anything to the contrary contained herein, none of Xxxxxx or any of its Subsidiaries shall be required to share with HFP any information furnished or to be furnished by or on behalf of Xxxxxx, as part of or in connection with any application, notice or related correspondence to or received from the Board of Governors of the Federal Reserve System on a confidential basis or concerning or related to or that would effectively disclose any information so furnished or received.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Mercantile shall prepare and, subject to the review and consent of Seller Bancshares with respect to matters relating to SellerBanc- shares, use its best efforts to file with the SEC as soon as is reasonably practicable practicable, but in no event later than 45 days from the date hereof, the Registration Statement (or the equivalent in the form of pre- liminary proxy material) with respect to the shares of Mer- cantile Common Stock to be issued in the Merger and the exer- cise of Bancshares Stock Options after the Effective Time. Mercantile shall prepare and file an application for approval of with the Merger with each such Regulatory Authority Fed- eral Reserve Board as may require an applicationsoon as reasonably practicable but in no event later than 45 days from the date hereof. Unified Mercantile shall use all reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practi- cable. Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller Bancshares and its Subsidiaries shall furnish Unified Mercantile all information concerning Seller Bancshares and its Sub- sidiaries and the shareholders stockholders thereof as Unified Mercantile may reasonably rea- sonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified Mercantile shall use its best effortsefforts to cause the shares of Mercantile Common Stock to be issued in the Merger to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation SystemEffective Time. (b) Seller Bancshares and Buyers Mercantile shall cooperate and use their respective best efforts to prepare all documentationdocumenta- tion, to effect all filings and to obtain all permits, consentscon- sents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions transac- tions contemplated by this AgreementAgreement and, provided as and if directed by Mercantile, to consummate such other mergers, consolida- tions or asset transfers or other transactions by and among Mercantile's Subsidiaries and Bancshares' Subsidiaries con- currently with or following the Effective Time, provided, however, that such actions do not: the foregoing shall not (iA) alter or change the Merger Consideration, (B) adversely affect the tax treatment to Bancshares' stockholders as a result of receiving the Merger Consideration or (C) materially impede or delay the receipt re- ceipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this AgreementAgree- ment.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller and Seller's legal counsel and accountants with respect to matters relating to Seller, file with the SEC a SEC, within sixty (60) days of the date of this Agreement, the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy materials) with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), Merger and the exercise of the Seller Stock Options after the Effective Time. Mercantile shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall promptly prepare and, subject to the review and consent of Seller with respect to matters relating to SellerSeller file, use its best efforts to file as soon as is reasonably practicable within sixty (60) days of the date of this Agreement, an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; (ii) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (iii) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof; or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Buyer shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file with the SEC as soon as is reasonably practicable an application for approval the Registration Statement (or the equivalent in the form of preliminary proxy material) with respect to the shares of Buyer Common Stock to be issued in the Merger and the exercise of Buyer Stock Options after the Effective Time. Buyer shall prepare and file a no- xxxx with each such Regulatory Authority the Board as may require an applicationsoon as reasonably practicable. Unified Buyer shall use all reasonable efforts to cause the Registration Statement to become effective. Buyer shall also take any action ac- tion required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller and its Subsidiaries shall furnish Unified Buyer all information concerning Seller and its Subsidiaries and the shareholders stockholders thereof as Unified Buyer may reasonably request in connection with any such actionac- tion. Upon the effectiveness of the Registration Statement, Unified Buyer shall use its best effortsefforts to cause the shares of Buyer Common Stock to be issued in the Merger to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation SystemEffective Time. (b) Seller and Buyers Buyer shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and parties, Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided as and if directed by Buyer, to consummate such other mergers, consolidations or asset transfers or other transactions by and among Buyer's Subsidiaries and Seller's Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: the foregoing shall not (iA) alter or change the Merger Consideration, (B) adversely affect the tax treatment to Sellers' stockholders as a result of receiving the Merger Consideration or (C) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation consumma- tion of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy materials) with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), Merger and the exercise of the Seller Stock Options after the Effective Time. Mercantile shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall promptly prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; (ii) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (iii) prevent or impede the transactions contemplated hereby from qualifying for pooling-of-interests accounting treatment unless Buyers first waive Seller's covenants in Sections 5.02(b) and 5.16 hereof and the condition to Buyers' obligation to consummate the Merger set forth in Section 6.03(f) hereof; or (iv) materially impede or delay the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy materials) with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997Merger. Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Buyer shall prepare and, subject to the review review, comment and consent of Seller with respect to matters relating to Seller, file with the SEC as soon as is reasonably practicable the Registration Statement (or the equivalent in the form of preliminary proxy materials) with respect to the shares of Buyer Common Stock to be issued in the Merger. Buyer shall prepare and, subject to the review, comment and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Buyer shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and the Seller Subsidiaries shall furnish Unified Buyer all information concerning Seller and the shareholders Seller Subsidiaries and the stockholders thereof as Unified Buyer may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers Buyer shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Buyer, to consummate such other transactions by and among Buyer's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an application. Unified shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and the Seller Subsidiaries shall furnish Unified all information concerning Seller and the shareholders Seller Subsidiaries and the stockholders thereof as Unified may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Unified, to consummate such other transactions by and among Unified's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC as soon as is reasonably practicable the Registration Statement with respect to the shares of Mercantile Common Stock to be issued in the Transaction and shall use its their best efforts to cause the Registration Statement to become effective as soon as reasonably practicable, consistent with the date of the meeting of the Seller's shareholder referenced in Section 5.03 hereof. Buyers shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file as soon as is reasonably practicable an application for approval of the Merger Transaction with each the Federal Reserve Board, the OCC, the OTS, FDIC, the Commissioner, and such other Regulatory Authority Authorities as may require an applicationbe required by applicable law. Unified Buyers shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and the Seller Subsidiaries shall furnish Unified Buyers all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Buyers may reasonably request in connection with any such action. Upon As soon as is reasonably practicable under applicable regulations, Mercantile will apply to list on the effectiveness NYSE the shares of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Mercantile Common Stock traded over-the-counter with quotes published by to be issued in the National Quotation Bureau, Inc. Daily Quotation SystemTransaction. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Buyers, to consummate such other transactions by and among Buyers' Subsidiaries and the Seller or the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: not materially -------- impede or delay (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); ) or (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Buyer shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file with the SEC as soon as is reasonably practicable an application for approval the Registration Statement (or the equivalent in the form of preliminary proxy material) with respect to the shares of Buyer Common Stock to be issued in the Merger and shall apply to the NYSE to list the shares of Buyer Common Stock to be issued in connection with the transactions contemplated by this Agreement. Buyer shall prepare and file a notice with the Board of Governors of the Merger with each such Regulatory Authority Federal Reserve System (the "Board") as may require an applicationsoon as reasonably practicable. Unified Buyer shall use all reasonable efforts to cause the Registration Statement to become effective. Buyer shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such shares, and Seller and its Subsidiaries shall furnish Unified Buyer all information concerning Seller and its Subsidiaries and the shareholders stockholders thereof as Unified Buyer may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers Buyer shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided that as and if directed by Buyer, to consummate such actions do not: (i) materially impede other mergers, consolidations or delay asset transfers or other transactions by and among Buyer's Subsidiaries and Seller's Subsidiaries concurrently with or following the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this AgreementEffective Time.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified shall prepare and file with the SEC a Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified Mercantile shall prepare and, subject to the review and consent of Seller Firstbank with respect to matters relating to SellerFirstbank, use its best efforts to file with the SEC as soon as is reasonably practicable an application for approval practicable, but in any event within 90 days following the date hereof, the Registration Statement (or the equivalent in the form of preliminary proxy material) with respect to the shares of Mercantile Common Stock to be issued in the Merger and the exercise of Mercantile Stock Options (that replace Firstbank Stock Options) after the Effective Time. After the date of filing the Registration Statement with the SEC, each such Regulatory Authority party hereto shall promptly notify the others of and correct any information which it furnished for inclusion in the Registration Statement that may have become false or misleading in any material respect. Mercantile shall prepare and file a notice with the Board as may require an applicationsoon as reasonably practicable, but in any event within 90 days following the date hereof. Unified Mercantile shall use all reasonable efforts to cause the Registration Statement to become effective. Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller Firstbank and its Subsidiaries shall furnish Unified Mercantile all information concerning Seller Firstbank and its Subsidiaries and the shareholders stockholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified Mercantile shall use its best effortsefforts to cause the shares of Mercantile Common Stock to be issued in the Merger to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation SystemEffective Time. (b) Seller Firstbank and Buyers Mercantile shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and, as and if directed by Mercantile and consistent with the other provisions of this Agreement, provided to consummate such other mergers, consolidations or asset transfers or other transactions by and among Mercantile's Subsidiaries and Firstbank's Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: the foregoing shall not (iA) alter or change the Merger Consideration, (B) adversely affect the tax treatment to Firstbank's stockholders or Firstbank Stock Option holders as a result of receiving the Merger Consideration or (C) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this Agreement.

Registration Statement; Regulatory Matters. (a) On None of the information supplied or before May 31to be supplied by CCBF or Stone Street for inclusion in the Registration Statement to be filed by CCBF, 1997the proxy statement to be used by Stone Street to solicit any required approval of its shareholders as contemplated by this Agreement (the "Proxy Statement") or any other document to be filed with any Regulatory Authority in connection with the transactions contemplated hereby will contain when filed, Unified or, in the case of the Proxy Statement, when it is first mailed to the shareholders of Stone Street, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective under the 1933 Act, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, including any adjournments thereof, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. (b) CCBF shall (i) with the assistance of Stone Street, prepare and file with the SEC a as soon as practicable the Registration Statement on Form 10 or Form 10-SBand the Proxy Statement, as the case may be, with respect to the shares of Unified Common Stock (the "Registration Statement"), and shall ii) use its best efforts to cause the Registration Statement to become effective by no later than August 31under the 1933 Act, 1997. Unified shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each such Regulatory Authority as may require an application. Unified shall also (iii) take any action required to be taken under any applicable state blue sky securities or securities laws "Blue Sky" Laws in connection with the issuance of such shares, and Seller therewith. Stone Street shall furnish Unified CCBF with all information concerning Seller Stone Street, the Stone Street Subsidiaries and the shareholders thereof holders of Stone Street Common Stock, Stone Street Stock Options and MRP Rights, as Unified CCBF may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation Systemforegoing. (bc) Seller and Buyers Each Party shall cooperate and use their its respective best efforts (i) as soon as practicable to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals Regulatory Approvals and authorizations all other Permits and Consents of all third parties and parties, Regulatory Authorities and other governmental authorities necessary to consummate the Merger, the Second Merger, the Bank Merger and the other transactions contemplated by this Agreement, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); and (ii) prevent or impede to cause the transactions contemplated hereby from qualifying as a reorganization within Merger, the meaning of Section 368 of Second Merger, the Code; or (iii) Bank Merger and the consummation of the other transactions contemplated by this AgreementAgreement to be consummated as soon as reasonably practicable. Each Party shall advise one another concerning all filings to be made by it and all other Consents and Permits required to be obtained by it, and shall promptly furnish the other Party with copies of all such filings and all correspondence and other communications in connection with all such filings, Consents, Permits, Orders and all Regulatory Approvals.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy materials) with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), Merger and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997exercise of the Seller Stock Options after the Effective Time. Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of prevent or impede the transactions contemplated by this Agreement.hereby from qualifying for pooling-of- interests accounting treatment unless Buyers first waive Seller's covenants in Sections 5.02(b) and

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC a as soon as is reasonably practicable the Registration Statement on Form 10 or Form 10-SB, as the case may be, with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), and shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997Merger. Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application applications for approval of the Merger with each such the Federal Reserve Board and the Illinois Commissioner and any other applicable Regulatory Authority as may require an applicationand shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws or the NYSE in connection with the issuance or listing of such shares, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided that such actions do not: not impede -------- or delay (i) materially impede or delay the receipt of any approval referred to in Section 6.01(b); ) or (ii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; or (iii) the consummation of the transactions contemplated by this AgreementAgreement or have any of the effects described in the proviso in Section 1.13.

Registration Statement; Regulatory Matters. (a) On or before May 31, 1997, Unified Mercantile shall prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, file with the SEC a the Registration Statement on Form 10 (or Form 10-SB, as the case may be, equivalent in the form of preliminary proxy materials) with respect to the shares of Unified Mercantile Common Stock (to be issued in the "Registration Statement"), Merger and the exercise of the Seller Stock Options after the Effective Time. Mercantile shall use its best efforts to cause the Registration Statement to become effective by no later than August 31, 1997. Unified shall promptly prepare and, subject to the review and consent of Seller with respect to matters relating to Seller, use its best efforts to file as soon as is reasonably practicable an application for approval of the Merger with each the Federal Reserve Board, and such Regulatory Authority additional regulatory authorities as may require an application, and shall use its best efforts to cause the Registration Statement to become effective. Unified Mercantile shall also take any action required to be taken under any applicable state blue sky or securities laws in connection with the issuance of such sharesshares and the exercise of such options, and Seller and the Seller Subsidiaries shall furnish Unified Mercantile all information concerning Seller and the Seller Subsidiaries and the shareholders thereof as Unified Mercantile may reasonably request in connection with any such action. Upon the effectiveness of the Registration Statement, Unified shall use its best efforts, to the extent practicable, to have the Unified Common Stock traded over-the-counter with quotes published by the National Quotation Bureau, Inc. Daily Quotation System. (b) Seller and Buyers shall cooperate and use their respective best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this AgreementAgreement and, provided as and if directed by Mercantile, to consummate such other transactions by and among Mercantile's Subsidiaries and the Seller Subsidiaries concurrently with or following the Effective Time, provided, however, that such actions do not: (i) prevent or impede the transactions contemplated -29- 35 hereby from qualifying as a reorganization within the meaning of Section 368 of the Code; (ii) materially impede or delay the receipt of any approval referred to in Section 6.01(b); (iiiii) prevent or impede the transactions contemplated hereby from qualifying as a reorganization within for pooling-of- interests accounting treatment unless Buyers first waive Seller's covenants in Sections 5.02(b) and 5.16 hereof and the meaning of condition to Buyers' obligation to consummate the Merger set forth in Section 368 of the Code6.03(f) hereof; or (iiiiv) materially impede or delay the consummation of the transactions contemplated by this Agreement.