Common use of Regulatory Matters; Document Preparation Clause in Contracts

Regulatory Matters; Document Preparation. (a) Shore Bancshares and the Shore Subsidiaries, with the assistance of Talbot Bancshares, the Talbot Subsidiaries, and their representatives, will promptly prepare and file with the appropriate governmental regulatory authorities an application requesting the regulatory approvals referred to in Sections 2(d), 2(e), 2(f), and 2(g) and will use commercially reasonable efforts to secure favorable action on such applications, including without limitation commercially reasonable efforts to pursue an appeal of a denial of a regulatory approval. Shore Bancshares shall furnish Talbot Bancshares with copies of all such filings and shall promptly notify Talbot Bancshares of all communications, oral or written, with the governmental regulatory authorities concerning such applications. (b) Shore Bancshares shall furnish Talbot Bancshares with such information concerning Shore Bancshares and the Shore Subsidiaries as is necessary in order to cause the Proxy Statement/Prospectus (as defined in Section 6.6(b)), insofar as it relates to such corporations, to comply with Section 6.6(b). Shore Bancshares agrees promptly to advise Talbot Bancshares if, at any time prior to the Shore Bancshares or Talbot Bancshares stockholders' meetings, any information provided by Shore Bancshares in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect and to provide Talbot Bancshares with the information needed to correct such inaccuracy or omission. Shore Bancshares shall furnish Talbot Bancshares with such supplemental information as may be necessary in order to cause the Proxy Statement/Prospectus, insofar as it relates to Shore Bancshares and the Shore Subsidiaries, to comply with Section 6.6(b) after the mailing thereof to Shore Bancshares and Talbot Bancshares stockholders. The information provided and the representations made by Shore Bancshares to Talbot Bancshares in connection with the Proxy Statement/Prospectus, both at the time such information and representations are provided and made and at the Effective Date, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading. Talbot Bancshares may rely upon all information provided to it by Shore Bancshares and its representatives in the preparation of the Proxy Statement/Prospectus and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Proxy Statement/Prospectus, if such statement is made in reliance upon any information provided to it by Shore Bancshares or by any of its officers or authorized representatives. (c) Shore Bancshares shall promptly furnish Talbot Bancshares with such information regarding the Shore Bancshares stockholders as Talbot Bancshares requires to enable it to determine what filings are required under applicable state securities laws. Shore Bancshares authorizes Talbot Bancshares to utilize in such filings the information concerning Shore Bancshares and the Shore Subsidiaries provided to Talbot Bancshares in connection with, or contained in, the Proxy Statement/Prospectus.

Regulatory Matters; Document Preparation. (a) Shore Talbot Bancshares and the Talbot Subsidiaries will provide the information necessary and, where necessary, cooperate with Shore SubsidiariesBancshares' efforts to obtain all necessary regulatory approvals of the transactions contemplated by this Plan. (b) Talbot Bancshares, with the assistance of Talbot Bancshares, the Talbot Subsidiaries, Shore Bancshares and their its representatives, will promptly prepare and file a Registration Statement with the appropriate governmental regulatory authorities an application requesting SEC which shall include a joint proxy statement for Talbot Bancshares and Shore Bancshares and a prospectus of Shore Bancshares which shall satisfy all applicable requirements of applicable state and federal laws, including the regulatory approvals referred to in Sections 2(d)Securities Act, 2(e), 2(f)the Exchange Act, and 2(g) applicable state securities laws and the rules and regulations thereunder (such joint proxy statement and prospectus, together with any and all amendments or supplements thereto, the "Proxy Statement/Prospectus", and the various documents to be filed under the Securities Act with the SEC to register the Shore Bancshares Common Stock into which shares of Talbot Bancshares Common Stock will be converted, including the Proxy Statement/Prospectus, the "Registration Statement"). Talbot Bancshares will use commercially reasonable efforts to secure favorable action on the effectiveness of the Registration Statement. Talbot Bancshares shall promptly take all such applications, including without limitation commercially reasonable efforts actions as may be necessary or appropriate in order to pursue an appeal comply in all material respects with all applicable securities laws of a denial of a regulatory approvalany state having jurisdiction over the transactions contemplated by this Plan and the Merger. Shore Talbot Bancshares shall furnish Talbot Shore Bancshares with copies of all such filings and shall promptly notify Talbot Shore Bancshares of all communications, oral or written, with the governmental regulatory authorities SEC concerning such applicationsthe Registration Statement and the Proxy Statement/Prospectus. (bc) Shore Talbot Bancshares shall furnish Talbot Bancshares with such information concerning Shore Talbot Bancshares and the Shore Talbot Subsidiaries as is necessary in order to cause the Proxy Statement/Prospectus (as defined in Section 6.6(b))Prospectus, insofar as it relates to such corporations, to comply with Section 6.6(b). Shore Talbot Bancshares agrees promptly to advise Talbot Shore Bancshares if, at any time prior to the Shore Bancshares or Talbot Bancshares stockholders' meetingsmeeting, any information provided by Shore Talbot Bancshares in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect and to provide Talbot Shore Bancshares with the information needed to correct such inaccuracy or omission. Shore Talbot Bancshares shall furnish Talbot Shore Bancshares with such supplemental information as may be necessary in order to cause the Proxy Statement/Prospectus, insofar as it relates to Shore Talbot Bancshares and the Shore Talbot Subsidiaries, to comply with Section 6.6(b) after the mailing thereof to Shore Bancshares and Talbot Bancshares stockholders. The information provided and the representations made by Shore Talbot Bancshares to Talbot Shore Bancshares in connection with the Proxy Statement/Prospectus, both at the time such information and representations are provided and made and at the Effective Date, will be true and accurate in all material respects and will not contain any false or misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order (i) to make the statements made therein not false or misleading, or (ii) to correct any statement contained in an earlier communication with respect to such information or representations which has become false or misleading. Talbot Shore Bancshares may rely upon all information provided to it by Shore Talbot Bancshares and its representatives in the preparation of the Proxy Statement/Prospectus and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Proxy Statement/Prospectus, if such statement is made in reliance upon any information provided to it by Shore Talbot Bancshares or by any of its officers or authorized representatives. (c) Shore Bancshares shall promptly furnish Talbot Bancshares with such information regarding the Shore Bancshares stockholders as Talbot Bancshares requires to enable it to determine what filings are required under applicable state securities laws. Shore Bancshares authorizes Talbot Bancshares to utilize in such filings the information concerning Shore Bancshares and the Shore Subsidiaries provided to Talbot Bancshares in connection with, or contained in, the Proxy Statement/Prospectus.