Common use of SEC Filing and Shareholder Approval Clause in Contracts

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity shall prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Prosperity with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity Shares to the Legacy stockholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy shall prepare and furnish to Prosperity such information relating to Legacy and its directors, officers and stockholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity shall provide Legacy, and its legal, financial and accounting advisors, the right to review, provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity shall consider in good faith all comments from Legacy and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy agrees to reasonably cooperate with Prosperity and Prosperity’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this Agreement. Prosperity shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy GBNK stockholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity IBG and the stockholder meeting of Legacy GBNK and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy GBNK shall prepare and furnish to Prosperity IBG such information relating to Legacy GBNK and its directors, officers and stockholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyGBNK, and its legal, financial and accounting advisors, the right to review, provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy GBNK and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy GBNK agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy GBNK has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th sixtieth (60th) day following the date of this Agreement. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders IBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy IBI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy IBI shall prepare and furnish to Prosperity IBG such information relating to Legacy IBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyIBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy IBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy IBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy IBI has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A1.09(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 31, 2018. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders CBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting meetings of Prosperity IBG and the stockholder meeting of Legacy CBI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy CBI shall prepare and furnish to Prosperity IBG such information relating to Legacy CBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyCBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy CBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy CBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy CBI has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 16, 2017. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity A. IBKC shall prepare a registration statement Registration Statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBKC with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBKC Shares to the Legacy stockholders FPHI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy FPHI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy FPHI shall prepare and furnish to Prosperity IBKC such information relating to Legacy FPHI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBKC shall provide LegacyFPHI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBKC shall consider in good faith all comments from Legacy FPHI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy FPHI agrees to reasonably cooperate with Prosperity IBKC and ProsperityIBKC’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy FPHI has reasonably cooperated and promptly provided all information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement reasonably requested as required by this Section 1.08(A) and Section 5.02described above, Prosperity IBKC shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementApril 1, 2014. Prosperity IBKC shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBKC also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity A. IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders HCBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy Meeting (as defined below) and prospectus and other proxy solicitation materials of HCBI constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy HCBI shall prepare and furnish to Prosperity IBG such information relating to Legacy HCBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyHCBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy HCBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy HCBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy HCBI has reasonably cooperated and promptly provided all information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement reasonably requested as required by this Section 1.08(A) and Section 5.02described above, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJuly 15, 2014. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders BOHI Xxxreholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting meetings of Prosperity IBG and the stockholder meeting of Legacy and BOHI xxx prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy shall BOHI xxxll prepare and furnish to Prosperity IBG such information relating to Legacy and BOHI xxx its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyBOHI, and xxd its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy and BOHI xxx its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy agrees BOHI xxxees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy has reasonably BOHI xxx cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A1.09(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 6, 2014. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement.