Common use of Regulatory Filings; Registration Statement Clause in Contracts

Regulatory Filings; Registration Statement. (a) EQBK and Merger Sub, at their own expense, with the cooperation of Xxxxxxx, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC and the OSBC. (b) EQBK shall reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Stock for the Stock Consideration and shall, with the cooperation of Xxxxxxx and the Bank, promptly file with the SEC the Registration Statement, which Registration Statement will contain the Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effective. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx shareholders, at the time of the Shareholders’ Meeting and on 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. (c) EQBK 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 commercially reasonable efforts to obtain such permits and approvals on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx reasonably informed as to the status of such applications and filings and shall notify it promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

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Regulatory Filings; Registration Statement. (a) EQBK and Merger Sub, at their own expense, with the cooperation of XxxxxxxPrairie, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC Reserve and the OSBC. (b) EQBK shall shall, at EQBK’s expense, reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Stock for the Stock Consideration and shall, with the cooperation of Xxxxxxx Prairie and the Bank, promptly at EQBK’s expense, file with the SEC the Registration Statement, which Registration Statement will contain the Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effectiveeffective at the earliest practicable time. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx shareholders, Prairie shareholders at the time of the Shareholders’ Meeting and on 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. (c) EQBK shall timely file all documents required to obtain all necessary Blue Sky permits and approvals, if any, or any notice filings required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its commercially reasonable efforts to obtain such permits and approvals approvals, or make such notice filings, on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act Act, relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx Prairie reasonably informed as to the status of such applications and filings and shall notify it Prairie promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger. Prairie shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, all material non-confidential written information to be submitted to the Regulatory Agencies in connection with the transactions contemplated by this Agreement. (f) If EQBK becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, EQBK shall promptly inform Prairie thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Regulatory Filings; Registration Statement. (a) EQBK and Merger Sub, at their own expense, with the cooperation of XxxxxxxXxxxx, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC Reserve and the OSBC. (b) EQBK shall shall, at EQBK’s expense, reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Class A Stock for the Stock Consideration to be issued hereunder and shall, with the cooperation of Xxxxxxx Xxxxx and the Bank, promptly at EQBK’s expense, file with the SEC the Registration Statement, which Registration Statement will contain the Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effectiveeffective at the earliest practicable time. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx shareholders, Xxxxx shareholders at the time of the Shareholders’ Meeting and on 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. (c) EQBK shall timely file all documents required to obtain all necessary Blue Sky permits and approvals, if any, or any notice filings required to carry out the transactions contemplated by this Agreement, shall pay all expenses incident thereto and shall use its commercially reasonable efforts to obtain such permits and approvals approvals, or make such notice filings, on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act Act, relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx Xxxxx reasonably informed as to the status of such applications and filings and shall notify it Xxxxx promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger. Xxxxx shall have the right to review in advance, subject to applicable Laws relating to the exchange of information, all material non-confidential written information to be submitted to the Regulatory Agencies in connection with the transactions contemplated by this Agreement. (f) If EQBK becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, EQBK shall promptly inform Xxxxx thereof and take the necessary steps to correct the Proxy Statement/Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Regulatory Filings; Registration Statement. (a) EQBK and Merger Sub, at their own expense, with the cooperation of XxxxxxxKBC, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC and the OSBC. (b) EQBK shall reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Stock for the Stock Consideration and shall, with the cooperation of Xxxxxxx KBC and the Bank, promptly file with the SEC the Registration Statement, which Registration Statement will contain the Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effective. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx KBC shareholders, at the time of the Shareholders’ Meeting and on 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. (c) EQBK 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 commercially reasonable efforts to obtain such permits and approvals on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx KBC reasonably informed as to the status of such applications and filings and shall notify it promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

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Regulatory Filings; Registration Statement. (a) EQBK and Merger SubEQBK, at their its own expense, with the cooperation of XxxxxxxCache, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC Reserve and the OSBC. (b) EQBK shall reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Stock for the Stock Consideration and shall, with the cooperation of Xxxxxxx Cache and the Bank, promptly file with the SEC the Registration Statement, which Registration Statement will contain the Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effective. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx shareholders, Cache shareholders at the time of the Shareholders’ Meeting and on 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. (c) EQBK 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 commercially reasonable efforts to obtain such permits and approvals on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act Act, relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx Cache reasonably informed as to the status of such applications and filings and shall notify it promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Regulatory Filings; Registration Statement. (a) EQBK and Merger SubEQBK, at their its own expense, with the cooperation of XxxxxxxCommunity, at its own expense, shall promptly file or cause to be filed within thirty (30) days of the date of this Agreement applications for all regulatory approvals required to be obtained by EQBK or Merger Sub Equity Bank in connection with this Agreement and the transactions contemplated hereby, including but not limited to the necessary applications for the prior approval of the Merger by the Federal Reserve, the FDIC and the OSBC. (b) EQBK shall reserve and make available for issuance in connection with the Merger, and in accordance with the terms of this Agreement, the shares of EQBK Stock for the Stock Consideration and shall, with the cooperation of Xxxxxxx Community and the Bank, promptly Bank file with the SEC the Registration Statement, which Registration Statement will contain the Joint Proxy Statement/Prospectus, and EQBK shall use its commercially reasonable efforts to cause the Registration Statement to become effective. At the time the Registration Statement becomes effective, the Registration Statement shall comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and shall not contain any untrue statement of 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 the mailing thereof to the Xxxxxxx shareholders, Community stockholders at the time of the ShareholdersEQBK Stockholders’ Meeting and on the Effective Time, the Joint 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. (c) EQBK 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 commercially reasonable efforts to obtain such permits and approvals on a timely basis. (d) EQBK shall promptly and properly prepare and file any filings required under the Securities Act or Exchange Act Act, relating to the Merger and the transactions contemplated herein. (e) EQBK shall keep Xxxxxxx Community reasonably informed as to the status of such applications and filings and shall notify it promptly of any developments that reasonably could be expected to significantly delay the completion of the Merger.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

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