Common use of Regulatory Matters and Consents Clause in Contracts

Regulatory Matters and Consents. (a) Heritage and BCB shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. BCB shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage and BCB shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB will advise Heritage, promptly after BCB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB will provide Heritage with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage may reasonably request.

Appears in 2 contracts

Samples: Stock Option Agreement (BCB Financial Services Corp /Pa/), Stock Option Agreement (Heritage Bancorp Inc /Pa/)

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Regulatory Matters and Consents. (a) Heritage ML and BCB Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. BCB Sovereign shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage ML and BCB Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB Sovereign will advise HeritageML, promptly after BCB Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB Sovereign will provide Heritage ML with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage ML may reasonably request.

Appears in 2 contracts

Samples: Stock Option Agreement (Ml Bancorp Inc), Stock Option Agreement (Sovereign Bancorp Inc)

Regulatory Matters and Consents. (a) Heritage First Home and BCB Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of First Home in connection with the meetings First Home's meeting of their respective shareholders and the transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. BCB Sovereign shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage First Home and BCB Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB Sovereign will advise HeritageFirst Home, promptly after BCB Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB Sovereign will provide Heritage First Home with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage First Home may reasonably request.. (b) Sovereign and First Home will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (c) First Home will furnish Sovereign with all information concerning First Home and First Home Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign and First Home shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory Authority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Plan of Merger and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (e) Sovereign will promptly furnish First Home with copies of all written communications to, or received by Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby. Section 4.04

Appears in 1 contract

Samples: Annex a Agreement and Plan of Merger (Sovereign Bancorp Inc)

Regulatory Matters and Consents. (a) Heritage First Home and BCB Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of First Home in connection with the meetings First Home's meeting of their respective shareholders and the transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. BCB Sovereign shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage First Home and BCB Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB Sovereign will advise HeritageFirst Home, promptly after BCB Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB Sovereign will provide Heritage First Home with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage First Home may reasonably request.

Appears in 1 contract

Samples: Agreement (First Home Bancorp Inc \Nj\)

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Regulatory Matters and Consents. (a) Heritage Peoples and BCB Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of Peoples in connection with Peoples' meeting of shareholders contemplated to be held on or about April 15, 1999 and the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. BCB Sovereign shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage Peoples and BCB Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB Sovereign will advise HeritagePeoples, promptly after BCB Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB Sovereign will provide Heritage Peoples with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage Peoples may reasonably request.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc /De/)

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