Common use of Registration Statement; Stockholder Approval Clause in Contracts

Registration Statement; Stockholder Approval. As soon as reasonably -------------------------------------------- practicable after execution of this Agreement, NDC 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 NDC Common Stock upon consummation of the Merger. Source 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 NDC may reasonably request in connection with such action. Source shall call Stockholders' Meetings for the holders of Source Common Stock and Source Preferred Stock, to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, for the purpose of voting upon adoption of this Agreement and such other related matters as it deems appropriate. In connection with such Stockholders' Meetings, (i) Source shall prepare and mail a notice of meeting to its stockholders, (ii) Newco and NDC shall furnish to Source all information that Source may reasonably request in preparation of such notice of meeting, (iii) the Board of Directors of Source shall recommend to its stockholders the approval of the matters submitted for approval, subject only to the Board of Directors' legal obligations (if any) as directors of Source, and (iv) the Board of Directors and officers of Source shall use their reasonable efforts to obtain such stockholders' approval. NDC and Source shall make all necessary filings with respect to the Merger under the Securities Laws.

Registration Statement; Stockholder Approval. As soon as reasonably -------------------------------------------- practicable after execution of this Agreementthe date hereof, NDC MAF shall prepare and file with the SEC a Registration Statement with on Form S-4 covering the SECMAF Common Stock to be issued to holders of Bancorp Common Stock in the Merger, and Bancorp and MAF shall use its reasonable their best efforts to cause the Registration Statement to become effective under the 1933 Act and Securities Act. MAF will take any action required to be taken under the applicable state Blue Sky blue sky or securities Laws laws in connection with the issuance of the shares of NDC MAF Common Stock upon consummation of in the Merger. Source shall cooperate in the preparation and filing of the Registration Statement and Each party shall furnish all information concerning it and the holders of its capital stock as NDC the other party may reasonably request in connection with such action. Source Bancorp shall call Stockholdersa stockholders' Meetings for the holders of Source Common Stock and Source Preferred Stock, meeting to be held as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, date of this Agreement for the purpose of voting upon adoption this Agreement and the Merger (the "Stockholders' Meeting"). In connection with the Stockholders' Meeting, (i) Bancorp shall prepare and mail the Proxy Statement to its stockholders, on a date mutually acceptable to the parties hereto (the "Mailing Date"); (ii) subject to its fiduciary duties, the Board of Directors of Bancorp shall unanimously recommend to its stockholders the approval of this Agreement and such other related matters as it deems appropriate. In connection with such Stockholders' Meetings, (i) Source shall prepare the Merger; and mail a notice of meeting to its stockholders, (ii) Newco and NDC shall furnish to Source all information that Source may reasonably request in preparation of such notice of meeting, (iii) the Board of Directors of Source Bancorp shall recommend to otherwise use its stockholders the approval of the matters submitted for approval, subject only best efforts to the Board of Directors' legal obligations (if any) as directors of Source, and (iv) the Board of Directors and officers of Source shall use their reasonable efforts extent consistent with its fiduciary duties to obtain such stockholders' approval. NDC and Source shall make all necessary filings with respect to the Merger under the Securities Laws.

Registration Statement; Stockholder Approval. As soon as reasonably -------------------------------------------- practicable after execution of this Agreementthe date hereof, NDC Purchaser shall prepare and file with the SEC a Registration Statement with on Form S-4 covering the SECPurchaser Common Stock to be issued to holders of Company Common Stock in the Merger, which Registration Statement shall include the Proxy Statement for use in soliciting proxies for the special meeting of stockholders (the "Stockholders' Meeting") to be held by the Company for purposes of considering this Agreement, and Purchaser and the Company shall use its their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act and Securities Act. Purchaser will take any reasonable action required to be taken taken, if any, under the applicable state Blue Sky blue sky or securities Laws laws in connection with the issuance of the shares of NDC Purchaser Common Stock upon consummation of in the Merger. Source shall cooperate in the preparation and filing of the Registration Statement and Each party shall furnish all information concerning it and the holders of its capital stock as NDC the other party may reasonably request in connection with such actionthe preparation and filing of the Registration Statement and Proxy Statement and related actions. Source The Company shall call the Stockholders' Meetings for the holders of Source Common Stock and Source Preferred Stock, Meeting to be held as soon as reasonably practicable after the effective date of the Registration Statement is declared effective by the SEC, for the purpose of voting upon adoption of this Agreement and such other related matters as it deems appropriatethe Merger. In connection with such the Stockholders' MeetingsMeeting, (ia) Source Purchaser and the Company shall jointly prepare the Proxy Statement as part of the Registration Statement, and the Company shall mail a notice of meeting the Proxy Statement to its stockholders, on a date mutually acceptable to the parties hereto (ii) Newco and NDC shall furnish to Source all information that Source may reasonably request in preparation of such notice of meeting, the "Mailing Date"); (iiib) the Board of Directors of Source shall the Company shall, subject to the exercise of its fiduciary duties, unanimously recommend to its stockholders the approval adoption of the matters submitted for approval, subject only to the Board of Directors' legal obligations (if any) as directors of Sourcethis Agreement, and (ivc) the Board of Directors and officers of Source the Company shall otherwise use their reasonable its best efforts to the extent consistent with its fiduciary duty to obtain such stockholders' stockholder approval. NDC and Source shall make all necessary filings with respect to the Merger under the Securities Laws.

Registration Statement; Stockholder Approval. As soon as reasonably -------------------------------------------- practicable after execution of this Agreementthe date hereof, NDC COFI shall prepare and file the Registration Statement with the SEC, and RCSB and COFI shall use its reasonable their best efforts to cause the Registration Statement to become effective under the 1933 Act and Securities Act. COFI will take any action required to be taken under the applicable state Blue Sky blue sky or securities Laws laws in connection with the issuance of the shares of NDC COFI Common Stock upon consummation of in the Company Merger. Source shall cooperate in the preparation and filing of the Registration Statement and Each party shall furnish all information concerning it and the holders of its capital stock as NDC the other party may reasonably request in connection with such action. Source Each of COFI and RCSB shall call Stockholders' Meetings for the holders a meeting of Source Common Stock and Source Preferred Stock, to be held its stockholders as soon as reasonably practicable after the Registration Statement is declared effective by the SEC, SEC for the purpose of voting upon adoption of this Agreement and the Company Merger and shall schedule such meeting based on consultation with the other related matters as it deems appropriateparty. In connection with such Stockholderssaid stockholders' Meetingsmeetings, (i) Source COFI and RCSB shall jointly prepare the Joint Proxy Statement as part of the Registration Statement and they shall mail a notice of meeting the Joint Proxy Statement to its stockholders, their respective stockholders and (ii) Newco and NDC shall furnish to Source all information that Source may reasonably request in preparation of such notice of meeting, (iii) the Board of Directors of Source COFI and RCSB shall recommend to its their respective stockholders the approval of this Agreement and the matters submitted for approvalCompany Merger; provided, subject only however, that such recommendation may be withdrawn, modified, or amended, or not made at all, after the receipt by RCSB of an offer to effect an Acquisition Transaction (as defined in Section 4.1(g) hereof) with RCSB to the Board of Directors' legal obligations (if any) as directors of Source, and (iv) extent the Board of Directors and officers of Source shall use their reasonable efforts RCSB reasonably determines that, in the exercise of its fiduciary obligations after consultation with counsel, it has a duty to obtain such stockholders' approval. NDC and Source shall make all necessary filings with respect to the Merger under the Securities Lawsdo so.