Common use of Registration Statement; Stockholder Approval Clause in Contracts

Registration Statement; Stockholder Approval. Within forty-five (45) days of the date hereof, Midwest shall cause Hinshaw & Culbertson to file the Registration Statement with the SEC, xxx XFFC xxx Xxxxxst shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act. Midwest will take any action required to be taken under the applicable blue sky or securities laws in connection with the issuance of the shares of Midwest Common Stock in the Merger. Each party shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such action. BFFC shall call a Stockholders' Meeting to be held as soon as reasonably practicable after the date of this Agreement for the purpose of voting upon this Agreement and the Merger. In connection with the Stockholders' Meeting, (i) Midwest shall cause Hinshaw & Culbertson to prepare the Proxy Statement as part of the Rxxxxxxxtiox Xxxxxxxxt with the assistance of Vedder, Price, Kaufman & Kammholz and BFFC shall mail the Proxy Statement to the Stxxxxxxxers; provided, however, that the Proxy Statement shall not be mailed to the Stockholders until Hovde Financial, LLC, has delivered to the Board of Directors of BFFX xxx inclusion in the Proxy Statement an opinion, dated the mailing date, to the effect the Exchange Ratio is fair to the Stockholders from a financial point of view in standard industry form with respect to transaction of this nature; (ii) the Board of Directors of BFFC shall recommend to the Stockholders the approval of this Agreement and the Merger; and (iii) the Board of Directors of BFFC shall otherwise use its best efforts to the extent consistent with its fiduciary duties to obtain such Stockholders' approval. Subject to the requirements of applicable laws, nothing contained in this SECTION 5.04 shall limit BFFC's obligation to hold and convene the Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of BFFC shall have been withdrawn or modified).

Registration Statement; Stockholder Approval. Within forty-five (45) days of As soon as practicable after the date hereof, Midwest COFI shall cause Hinshaw & Culbertson to file the Registration Statement with the SEC, and Havexxxxxx xxx XFFC xxx Xxxxxst COFI shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act. Midwest COFI will take any action required to be taken under the applicable blue sky or securities laws in connection with the issuance of the shares of Midwest COFI Common Stock in the Company Merger. Each party shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such action. BFFC shall Havexxxxxx xxxll call a Stockholdersthe Havexxxxxx Xxxckholders' Meeting to be held as soon as reasonably practicable after the date of this Agreement for the purpose of voting upon this Agreement and the Company Merger. In connection with the StockholdersHavexxxxxx Xxxckholders' Meeting, (i) Midwest shall cause Hinshaw & Culbertson to COFI and Havexxxxxx xxxll jointly prepare the Proxy Statement as part of the Rxxxxxxxtiox Xxxxxxxxt with the assistance of Vedder, Price, Kaufman & Kammholz Registration Statement and BFFC shall Havexxxxxx xxxll mail the Proxy Statement to the Stxxxxxxxers; provided, however, that the Proxy Statement shall not be mailed to the Stockholders until Hovde Financial, LLC, has delivered to the Board of Directors of BFFX xxx inclusion in the Proxy Statement an opinion, dated the mailing date, to the effect the Exchange Ratio is fair to the Stockholders from a financial point of view in standard industry form with respect to transaction of this nature; its stockholders and (ii) the Board of Directors of BFFC shall Havexxxxxx xxxll recommend to the Stockholders its stockholders the approval of this Agreement and the Company Merger; and provided, however, that such recommendation may be withdrawn, modified, or amended, or not made at all, after the receipt by Havexxxxxx xx an offer to effect an Acquisition Proposal (iiias defined in Section 4.3 hereof) with Havexxxxxx xx the extent the Board of Directors of BFFC shall otherwise use its best efforts to Havexxxxxx xxxsonably determines that, in the extent consistent with exercise of its fiduciary duties obligations after consultation with counsel, it has a duty to obtain such Stockholders' approval. Subject to the requirements of applicable laws, nothing contained in this SECTION 5.04 shall limit BFFC's obligation to hold and convene the Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of BFFC shall have been withdrawn or modified)do so.

Registration Statement; Stockholder Approval. Within forty-five (45) days of As soon as reasonably practicable after the date hereof, Midwest Purchaser shall cause Hinshaw & Culbertson to prepare and file with the SEC a Registration Statement with on Form S-4 covering the SECPurchaser Common Stock to be issued solely to holders of Company Common Stock in the Merger, xxx XFFC xxx Xxxxxst which Registration Statement shall include the Proxy Statement for use in soliciting proxies for the meeting of stockholders (the "Stockholders' Meeting") to be held by the Company for purposes of considering this Agreement, and for such other purposes as the parties agree or as may be legally required, and Purchaser and the Company shall use their commercially reasonable best good faith efforts to cause the Registration Statement to become effective under the Securities Act. Midwest Purchaser will take any reasonable action required to be taken taken, if any, under the applicable blue sky or securities laws in connection with the issuance of the shares of Midwest Purchaser Common Stock in the Merger. Each party shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actionthe preparation and filing of the Registration Statement and Proxy Statement and related actions. BFFC Subject to Schedule 5.8 of the Purchaser Disclosure Schedule, the Company -38- shall call a the Stockholders' Meeting to be held as soon as reasonably practicable after the effective date of this Agreement the Registration Statement for the purpose of voting upon this Agreement and the MergerAgreement. In connection with the Stockholders' Meeting, (ia) Midwest Purchaser and the Company shall cause Hinshaw & Culbertson to jointly prepare the Proxy Statement as part of the Rxxxxxxxtiox Xxxxxxxxt with Registration Statement, and the assistance Company shall mail, subject to Schedule 5.8 of Vedderthe Purchaser Disclosure Schedule, Price, Kaufman & Kammholz and BFFC shall mail the Proxy Statement to the Stxxxxxxxers; providedits stockholders, however, that the Proxy Statement shall not be mailed on a date mutually acceptable to the Stockholders until Hovde Financial, LLC, has delivered parties hereto but in any event no less than twenty (20) business days prior to the date of the Stockholders' Meeting (the "Mailing Date"); and (b) unless the Board of Directors of BFFX xxx inclusion the Company determines, in the Proxy Statement an opiniongood faith, dated the mailing date, that doing so could be inconsistent with its fiduciary duties to the effect Company or the Exchange Ratio is fair to the Stockholders from a financial point of view in standard industry form with respect to transaction of this nature; (ii) Company's stockholders under applicable law, the Board of Directors of BFFC the Company shall unanimously recommend to its stockholders the Stockholders the approval adoption of this Agreement and the Merger; , and (iii) the Board of Directors of BFFC shall otherwise use its best commercially reasonable good faith efforts to the extent consistent with its fiduciary duties duty to obtain such Stockholders' stockholder approval. Subject to the requirements of applicable laws, nothing contained in this SECTION 5.04 shall limit BFFC's obligation to hold and convene the Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of BFFC shall have been withdrawn or modified).

Registration Statement; Stockholder Approval. Within forty-five (45a) days of As soon as practicable after the date hereof, Midwest Bay View shall cause Hinshaw & Culbertson to file the Registration Statement with the SEC, xxx XFFC xxx Xxxxxst and FMAC and Bay View shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act. Midwest Bay View will take any action required to be taken under the applicable blue sky or securities laws in connection with the issuance of the shares of Midwest Bay View Common Stock in the Merger. Each party shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such action. BFFC (b) Bay View shall call a the Bay View Stockholders' Meeting and FMAC shall call the FMAC Stockholders' Meeting, in each case to be held as soon as reasonably practicable after the date of this Agreement Registration Statement becomes effective for the purpose of voting upon this Agreement and the Merger. The Bay View Stockholders' Meeting and FMAC Stockholders' Meeting shall be held on the same date and at the same time. In connection with the Stockholders' Meetingtherewith, (i) Midwest Bay View shall cause Hinshaw & Culbertson to prepare the Proxy Statement as part of the Rxxxxxxxtiox Xxxxxxxxt and, with the assistance approval of Veddereach of Bay View and FMAC, Price, Kaufman & Kammholz and BFFC shall mail the Proxy Statement to the Stxxxxxxxers; provided, however, that the Proxy Statement shall not be filed with the SEC and mailed to the Stockholders until Hovde Financial, LLC, has delivered to the stockholders of Bay View and FMAC. The Board of Directors of BFFX xxx inclusion Bay View shall submit for approval of Bay View's stockholders the matters to be voted upon in order to authorize the Proxy Statement an opinion, dated the mailing date, to the effect the Exchange Ratio is fair to the Stockholders from a financial point of view in standard industry form with respect to transaction of this nature; (ii) the Merger. The Board of Directors of BFFC FMAC shall submit for approval of FMAC's stockholders the matters to be voted upon in order to authorize the Merger. The Board of Directors of Bay View hereby does and will recommend this Agreement and the transactions contemplated hereby to stockholders of Bay View and will use its reasonable best efforts to obtain any vote of the Stockholders stockholders of Bay View that is necessary for the approval and adoption of this Agreement and consummation of the transactions contemplated hereby. The Board of Directors of FMAC hereby does and will recommend this Agreement and the transactions contemplated hereby to stockholders of FMAC and will use its reasonable best efforts to obtain any vote of the stockholders of FMAC that is necessary for the approval and adoption of this Agreement and the Merger; and (iii) the Board of Directors of BFFC shall otherwise use its best efforts to the extent consistent with its fiduciary duties to obtain such Stockholders' approvaltransactions contemplated hereby. Subject to the requirements of applicable laws, nothing contained in this SECTION 5.04 shall limit BFFC's obligation to hold and convene the Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of BFFC shall have been withdrawn or modified).5.3

Registration Statement; Stockholder Approval. Within forty-five (45) days of As soon as reasonably practicable after the date hereof, Midwest Purchaser shall cause Hinshaw & Culbertson to 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, xxx XFFC xxx Xxxxxst 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 the Merger, and Purchaser and the Company shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act. Midwest will take any action required to be taken under the applicable blue sky or securities laws in connection with the issuance of the shares of Midwest Common Stock in the Merger. Each party The Company shall furnish all information concerning it the Company and the holders of its capital stock as the other party Purchaser may reasonably request in connection with such actionthe preparation and filing of the Registration Statement and Proxy Statement and related actions. BFFC The Company shall call a the Stockholders' Meeting to be held as soon as reasonably practicable practicable, and in no event later than forty-five (45) days, after the effective date of this Agreement the Registration Statement for the purpose of voting upon this Agreement and the Merger. In connection with the Stockholders' Meeting, (ia) Midwest Purchaser and the Company shall cause Hinshaw & Culbertson to jointly prepare the Proxy Statement as part of the Rxxxxxxxtiox Xxxxxxxxt with Registration Statement, and the assistance of Vedder, Price, Kaufman & Kammholz and BFFC Company shall mail the Proxy Statement to the Stxxxxxxxers; providedits stockholders, however, that the Proxy Statement shall not be mailed on a date mutually acceptable to the Stockholders until Hovde Financial, LLC, has delivered to parties hereto (the Board of Directors of BFFX xxx inclusion in the Proxy Statement an opinion, dated the mailing date, to the effect the Exchange Ratio is fair to the Stockholders from a financial point of view in standard industry form with respect to transaction of this nature"Mailing Date"); (iib) the Board of Directors of BFFC shall the Company shall, subject to the exercise of its fiduciary duties, unanimously recommend to the Stockholders its stockholders the approval of this Agreement and the Merger; , and (iiic) the Board of Directors of BFFC the Company shall otherwise use its best efforts to the extent consistent with its fiduciary duties duty to obtain such Stockholders' stockholder approval. Subject to the requirements of applicable laws, nothing contained in this SECTION 5.04 shall limit BFFC's obligation to hold and convene the Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of BFFC shall have been withdrawn or modified).