Common use of Registration Statement; Stockholder Approval Clause in Contracts

Registration Statement; Stockholder Approval. (a) The Warrantors shall cooperate in the preparation of the Registration Statement. IBKC shall, as soon as practicable, file the Registration Statement with the SEC, and the Warrantors shall use their best efforts to cause the Registration Statement to become effective under the 1933 Act. IBKC shall provide PFSL and its counsel with a reasonable opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. IBKC shall take, and PFSL shall cooperate with IBKC in connection with, any action required to be taken under the applicable state Blue Sky or securities laws in connection with the issuance of shares of IBKC Common Stock upon consummation of the Merger. Each Warrantor shall furnish all information concerning it and the holders of its capital stock as the other Warrantor may reasonably request in connection with such action. PFSL and IBKC shall promptly notify the other party if at any time it becomes aware that the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, PFSL shall cooperate with IBKC in the preparation of a supplement or amendment to such Registration Statement that corrects such misstatement or omission, and IBKC shall file an amended Registration Statement with the SEC, and each of PFSL and IBKC shall mail an amended Proxy Statement to PFSL’s stockholders.

Registration Statement; Stockholder Approval. (a) The Warrantors shall cooperate in the preparation of the Registration Statement. IBKC shall, as As soon as practicable-------------------------------------------- practicable after the date hereof, FCN shall file the Registration Statement with the SEC, and the Warrantors BBI and FCN shall use their best efforts to cause the Registration Statement to become effective under the 1933 Securities Act. IBKC shall provide PFSL and its counsel with a reasonable opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. IBKC shall take, and PFSL shall cooperate with IBKC in connection with, FCN will take any action required to be taken under the applicable state Blue Sky blue sky or securities laws in connection with the issuance of the shares of IBKC FCN Common Stock upon consummation of in the Merger. Each Warrantor party shall furnish all information concerning it and the holders of its capital stock as the other Warrantor party may reasonably request in connection with such action. PFSL BBI shall call the BBI Stockholders' Meeting as soon as reasonably practicable after the date of this Agreement for the purpose of voting upon this Agreement and IBKC the Merger. In connection with the BBI Stockholders' Meeting, (i) BBI, with the cooperation of FCN, shall promptly notify prepare the other party if at any time it becomes aware that Proxy Statement as part of the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, PFSL shall cooperate with IBKC in the preparation of a supplement or amendment to such Registration Statement that corrects such misstatement or omission, and IBKC shall file an amended Registration Statement with the SEC, and each of PFSL and IBKC BBI shall mail an amended the Proxy Statement to PFSL’s stockholdersits stockholders and (ii) the Board of Directors of BBI shall recommend to its stockholders as in the best interests of the stockholders the approval of this Agreement and the Merger provided, however, that such recommendation may be withdrawn, modified or amended, or not made at all, after the receipt by BBI of an offer to effect an Acquisition Transaction (as defined in Section 4.02 hereof) with BBI if and only if the Board of Directors of BBI shall be advised in a written opinion of Silver, Xxxxxxxx & Xxxx, L.L.P., or other firm of outside counsel reasonably acceptable to FCN, that such action is advisable in order for the Board of Directors of BBI to act in a manner which is consistent with its fiduciary obligations under Delaware law.

Registration Statement; Stockholder Approval. (a) The Warrantors shall cooperate in the preparation of the Registration Statement. IBKC shall, as soon as practicable, file the Registration Statement with the SEC, and the Warrantors shall use their best efforts to cause the Registration Statement to become effective under the 1933 Act. IBKC shall provide PFSL PIC and its counsel with a reasonable opportunity to review and comment on the Registration Statement, and shall incorporate all appropriate comments thereto, prior to the time it is initially filed with the SEC or any amendments are filed with the SEC. IBKC shall take, and PFSL PIC shall cooperate with IBKC in connection with, any action required to be taken under the applicable state Blue Sky or securities laws in connection with the issuance of shares of IBKC Common Stock upon consummation of the Merger. Each Warrantor shall furnish all information concerning it and the holders of its capital stock as the other Warrantor may reasonably request in connection with such action. PFSL PIC and IBKC shall promptly notify the other party if at any time it becomes aware that the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, PFSL PIC shall cooperate with IBKC in the preparation of a supplement or amendment to such Registration Statement that corrects such misstatement or omission, and IBKC shall file an amended Registration Statement with the SEC, and each of PFSL PIC and IBKC shall mail an amended Proxy Statement to PFSLPIC’s stockholders.