Common use of Regulatory Approvals and Registration Statement Clause in Contracts

Regulatory Approvals and Registration Statement. Texas Regional shall file all regulatory applications required in order to consummate the Merger, including but not limited to the necessary applications for the prior approval of the Federal Reserve Board. Texas Regional shall keep Corpus Christi Bancshares reasonably informed as to the status of such applications and make available to Corpus Christi Bancshares, upon reasonable request by Corpus Christi Bancshares from time to time, copies of such applications and any supplementary filed materials. Texas Regional shall file with the SEC a registration statement (the "Registration Statement") relating to the shares of Texas Regional Class A Voting Common stock to be issued to the shareholders of Corpus Christi Bancshares pursuant to this Agreement, and shall use its best efforts to cause the Registration Statement to become effective. Corpus Christi Bancshares and its shareholders shall cooperate fully with Texas Regional in connection with the registration of the shares and shall be provided an opportunity to review and provide comments, prior to their filing, on any registration statement prepared in connection with the registration of the shares to be distributed to Corpus Christi Bancshares shareholders by Texas Regional in connection with the merger. Without limiting the foregoing, Corpus Christi Bancshares specifically agrees to provide any information Texas Regional or its advisors may require in connection with registration of the shares and Corpus Christi Bancshares agrees to use the proxy statement included within the registration statement for purposes of solicitation of proxies in connection with the special meeting of the Corpus Christi Bancshares shareholders called to consider the merger transaction. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the published rules and regulations thereunder, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and, at the time of mailing thereof to the shareholders of Corpus Christi Bancshares, at the time of the shareholders' meeting of Corpus Christi Bancshares and at the Effective Time, the proxy statement/prospectus included as part of the Registration Statement, as amended or supplemented by any amendment or supplement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading. Texas Regional shall timely file all documents required to obtain all necessary blue sky permits and approvals, if any, required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its best efforts to obtain such permits and approvals on a timely basis. Texas Regional shall promptly and properly prepare and file at Texas Regional's expense (i) any application or notification required by Nasdaq to notify Nasdaq of the issuance of shares of Texas Regional Class A Voting Common stock pursuant to this Agreement, and (ii) any filings required under the 1934 Act relating to the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Texas Regional Bancshares Inc)

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Regulatory Approvals and Registration Statement. Texas Regional shall file all regulatory applications required in order to consummate the Merger, including but not limited to the necessary applications for the prior approval of the Federal Reserve Board. Texas Regional shall keep Corpus Christi San Xxxx Bancshares reasonably informed as to the status of such applications and make available to Corpus Christi San Xxxx Bancshares, upon reasonable request by Corpus Christi San Xxxx Bancshares from time to time, copies of such applications and any supplementary filed materialsmaterials at Texas Regional's expense. Texas Regional shall file with the SEC a registration statement (the "Registration Statement") relating to the shares of Texas Regional Class A Voting Common stock to be issued to the shareholders of Corpus Christi San Xxxx Bancshares pursuant to this Agreement, and shall use its best efforts to cause the Registration Statement to become effective. Corpus Christi San Xxxx Bancshares and its shareholders shall cooperate fully with Texas Regional in connection with the registration of the shares and shall be provided an opportunity to review and provide comments, prior to their filing, on any registration statement prepared in connection with the registration of the shares to be distributed to Corpus Christi San Xxxx Bancshares shareholders by Texas Regional in connection with the merger. Without limiting the foregoing, Corpus Christi San Xxxx Bancshares specifically agrees to provide any information Texas Regional or its advisors may reasonably require in connection with registration of the shares shares, including a description of the business of San Xxxx Bancshares and Corpus Christi its subsidiaries. San Xxxx Bancshares agrees to use the proxy statement included within the registration statement for purposes of solicitation of proxies in connection with the special meeting of the Corpus Christi San Xxxx Bancshares shareholders called to consider the merger transaction. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the published rules and regulations thereunder, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and, at the time of mailing thereof to the shareholders of Corpus Christi San Xxxx Bancshares, at the time of the shareholders' meeting of Corpus Christi San Xxxx Bancshares and at the Effective Time, the proxy statement/prospectus included as part of the Registration Statement, as amended or supplemented by any amendment or supplement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading. Texas Regional shall timely file all documents required to obtain all necessary blue sky permits and approvals, if any, required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its best efforts to obtain such permits and approvals on a timely basis. Texas Regional shall promptly and properly prepare and file at Texas Regional's expense (i) any application or notification required by Nasdaq to notify Nasdaq of the issuance of shares of Texas Regional Class A Voting Common stock pursuant to this Agreement, and (ii) any filings required under the 1934 Act relating to the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Texas Regional Bancshares Inc)

Regulatory Approvals and Registration Statement. As promptly as practicable, Texas Regional shall file all regulatory applications required in order to consummate the Merger, including but not limited to the necessary applications for the prior approval of the Federal Reserve Board. Texas Regional shall keep Corpus Christi Bancshares Riverway Holdings reasonably informed as to the status of such applications and make available to Corpus Christi BancsharesRiverway Holdings, upon reasonable request by Corpus Christi Bancshares Riverway Holdings from time to time, copies of such applications and any supplementary filed materialsmaterials at Texas Regional's expense. As promptly as practicable, Texas Regional shall file with the SEC a registration statement (the "Registration Statement") relating to the shares of Texas Regional Class A Voting TRBS Common stock Stock to be issued to the shareholders of Corpus Christi Bancshares Riverway Holdings pursuant to this Agreement, and shall use its best efforts to cause the Registration Statement to become effectiveeffective as soon as practicable after it is filed. Corpus Christi Bancshares and its shareholders shall cooperate fully with Texas Regional in connection with the registration of the shares and shall be provided an opportunity Subject to review and provide commentssection 2.24, prior to their filing, on any registration statement prepared in connection with the registration of the shares to be distributed to Corpus Christi Bancshares shareholders by Texas Regional in connection with the merger. Without limiting the foregoing, Corpus Christi Bancshares specifically agrees to provide any information Texas Regional or its advisors may require in connection with registration of the shares and Corpus Christi Bancshares agrees to use the proxy statement included within the registration statement for purposes of solicitation of proxies in connection with the special meeting of the Corpus Christi Bancshares shareholders called to consider the merger transaction. At at the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with applicable provisions of the Securities Act of 1933, as amended1933 Act, and the published rules and regulations thereunder, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and, at the time of mailing thereof to the shareholders of Corpus Christi BancsharesRiverway Holdings, at the time of the shareholders' meeting of Corpus Christi Bancshares Riverway Holdings and at the Effective Time, the proxy statement/prospectus included as part of the Registration Statement, as amended or supplemented by any amendment or supplement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading. Texas Regional shall timely file all documents required to obtain all necessary blue sky permits and approvals, if any, required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its best efforts to obtain such permits and approvals on a timely basis. Texas Regional shall promptly and properly prepare and file at Texas Regional's expense (i) any application or notification required by Nasdaq to notify Nasdaq of the issuance of shares of Texas Regional Class A Voting TRBS Common stock Stock pursuant to this Agreement, and (ii) any filings required under the 1934 Act relating to the transactions contemplated herein.

Appears in 1 contract

Samples: Holdback Escrow Agreement (Texas Regional Bancshares Inc)

Regulatory Approvals and Registration Statement. Texas Regional shall file all regulatory applications required in order to consummate the Merger, including but not limited to the necessary applications for the prior approval of the Federal Reserve Boardany required regulatory approval. Texas Regional shall keep Corpus Christi Bancshares Valley Mortgage reasonably informed as to the status of such applications and make available to Corpus Christi Bancshares, upon reasonable request by Corpus Christi Bancshares from time to time, copies of such applications and any supplementary filed materialsapplications. Texas Regional shall file with the SEC a registration statement (the "Registration Statement") relating to the shares of Texas Regional Class A Voting Common stock Stock to be issued to the shareholders of Corpus Christi Bancshares Valley Mortgage pursuant to this Agreement, and shall use its best efforts to cause the Registration Statement to become effective. Corpus Christi Bancshares Valley Mortgage and its shareholders shall cooperate fully with Texas Regional in connection with the registration of the shares and shall be provided an opportunity to review and provide comments, prior to their filing, on any registration statement prepared in connection with the registration of the shares to be distributed to Corpus Christi Bancshares Valley Mortgage shareholders by Texas Regional in connection with the merger. Without limiting the foregoing, Corpus Christi Bancshares Valley Mortgage specifically agrees to provide any information Texas Regional or its advisors may require in connection with registration of the shares and Corpus Christi Bancshares Valley Mortgage agrees to use the proxy statement included within the registration statement for purposes of solicitation of proxies in connection with the special meeting of the Corpus Christi Bancshares Valley Mortgage shareholders called to consider the merger transaction. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the published rules and regulations thereunder, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and, at the time of mailing thereof to the shareholders of Corpus Christi BancsharesValley Mortgage, at the time of the shareholders' meeting of Corpus Christi Bancshares Valley Mortgage and at the Effective Time, the proxy statement/prospectus included as part of the Registration Statement, as amended or supplemented by any amendment or supplement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading. Texas Regional shall timely file all documents required to obtain all necessary blue sky permits and approvals, if any, required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its best efforts to obtain such permits and approvals on a timely basis. Texas Regional shall promptly and properly prepare and file at Texas Regional's ’s expense (i) any application or notification required by Nasdaq to notify Nasdaq of the issuance of shares of Texas Regional Class A Voting Common stock Stock pursuant to this Agreement, and (ii) any filings required under the 1934 Act relating to the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Texas Regional Bancshares Inc)

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Regulatory Approvals and Registration Statement. Texas Regional shall file all regulatory applications required in order to consummate the Merger, including but not limited to the necessary applications for the prior approval of the Federal Reserve Board. Texas Regional shall keep Corpus Christi Bancshares Southeast Texas reasonably informed as to the status of such applications and make available to Corpus Christi BancsharesSoutheast Texas, upon reasonable request by Corpus Christi Bancshares Southeast Texas from time to time, copies of such applications and any supplementary filed materials. Texas Regional shall file with the SEC a registration statement (the "Registration Statement") relating to the shares of Texas Regional Class A Voting Common stock Stock to be issued to the shareholders of Corpus Christi Bancshares Southeast Texas pursuant to this Agreement, and shall use its best efforts to cause the Registration Statement to become effective. Corpus Christi Bancshares Southeast Texas and its shareholders shall cooperate fully with Texas Regional in connection with the registration of the shares and shall be provided an opportunity to review and provide comments, prior to their filing, on any registration statement prepared in connection with the registration of the shares to be distributed to Corpus Christi Bancshares Southeast Texas shareholders by Texas Regional in connection with the merger. Without limiting the foregoing, Corpus Christi Bancshares Southeast Texas specifically agrees to provide any information Texas Regional or its advisors may require in connection with registration of the shares and Corpus Christi Bancshares Southeast Texas agrees to use the proxy statement included within the registration statement for purposes of solicitation of proxies in connection with the special meeting of the Corpus Christi Bancshares Southeast Texas shareholders called to consider the merger transaction. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with applicable provisions of the Securities Act of 1933, as amended, and the published rules and regulations thereunder, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and, at the time of mailing thereof to the shareholders of Corpus Christi BancsharesSoutheast Texas, at the time of the shareholders' meeting of Corpus Christi Bancshares Southeast Texas and at the Effective Time, the proxy statement/prospectus included as part of the Registration Statement, as amended or supplemented by any amendment or supplement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading. Texas Regional shall timely file all documents required to obtain all necessary blue sky permits and approvals, if any, required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its best efforts to obtain such permits and approvals on a timely basis. Texas Regional shall promptly and properly prepare and file at Texas Regional's ’s expense (i) any application or notification required by Nasdaq to notify Nasdaq of the issuance of shares of Texas Regional Class A Voting Common stock Stock pursuant to this Agreement, and (ii) any filings required under the 1934 Act relating to the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Texas Regional Bancshares Inc)

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