Common use of SEC Filings and Shareholder Approval Clause in Contracts

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of Company.

SEC Filings and Shareholder Approval. (a) The Promptly following the date hereof, the Company and Parent HEOP shall jointly prepare and cause to be filed with the SEC a joint proxy statement or joint proxy and information statement relating to the Company Shareholders Meeting, or a written consent in lieu of a meeting, if the Company elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “Company Proxy/Consent Statement”), and the HEOP Shareholders Meeting, or a written consent in lieu of a meeting, if HEOP elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “HEOP Proxy/Consent Statement” and together with the Company Proxy/Consent Statement the “Joint Proxy/Consent Statement”). Promptly following the date hereof, HEOP shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Joint Proxy/Consent Statement will be included as a prospectus, and Parent HEOP and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Joint Proxy/Consent Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.02(b), include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Joint Proxy/Consent Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Joint Proxy/Consent Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval, any event occurs with respect to the Company, Parent HEOP or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Joint Proxy/Consent Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Joint Proxy/Consent Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent HEOP shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Joint Proxy/Consent Statement and or the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of the Company. Without limiting the foregoing, the Company and HEOP shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Joint Proxy/Consent Statement and the Form S-4). Except with the prior approval of HEOP, no other matters shall be submitted for the approval of the Company shareholders. Subject to Section 6.03(c), the Company Board shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders.

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a mutually acceptable proxy statement/prospectus statement relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall , (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and will provide copies of such comments to Parent promptly upon receipt, (iii) as promptly as reasonable practicable, prepare and file (after Parent has had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by applicable Law, (iv) use its commercially reasonable efforts to have cleared by the SEC, and will thereafter mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting, (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and Parent shall file with distribute to the SEC, a registration statement on Form S-4 (the “Form S-4”) in which Company shareholders any supplement or amendment to the Proxy Statement will be included as a prospectus, and Parent and if any event shall occur which requires such action at any time prior to the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filingShareholders Meeting. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties Parent shall notify each other promptly cooperate with Company in connection with the preparation and filing of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, including furnishing Company upon request with any and all information regarding Parent, Merger Sub or their respective affiliates, the Form S-4 plans of such Persons for the Surviving Corporation after the Effective Time, and all other matters and information as may be required to be set forth in the Company Proxy Statement under the Exchange Act or the Mergerrules and regulations promulgated thereunder. If, at any time prior Company shall provide Parent a reasonable opportunity to review and comment upon the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective SubsidiariesProxy Statement, or any change occurs amendments or supplements thereto, or any SEC comments received with respect thereto, prior to other information supplied by a party for inclusion in filing the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing same with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of CompanySEC.

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file cause to be filed with the SEC a joint proxy statement/prospectus statement to be sent to the shareholders of each of Parent and the Company relating to the Parent Shareholder Meeting and the Company Shareholders Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”). The Company ) and Parent shall as promptly as practicable prepare, prepare and Parent shall file cause to be filed with the SEC, SEC a registration statement on Form S-4 (the “Form S-4”) ), in which the Joint Proxy Statement will be included as a prospectus, and Parent and the Company shall use their respective reasonable best efforts to cause have the Form S-4 to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after filingsuch filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. The Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and any amendment or supplement thereto, the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Parent shall promptly notify the Company Board Recommendation. The parties shall notify each other promptly of upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information Joint Proxy Statement and shall supply each other provide the Company with copies of all correspondence between such party or any of it and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Merger. IfJoint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, at any time Parent (i) shall provide Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Parent shall advise the Company, promptly after receipt of notice thereof, of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any time of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or effectiveness of the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement issuance of any stop order relating thereto or the Form S-4, such party shall promptly notify suspension of the other party qualification of such eventthe Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall cooperate also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the prompt filing Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Commission of any necessary amendment or supplement to the Proxy Statement Merger and the Form S-4 and, to issuance of the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of CompanyMerger Consideration.

SEC Filings and Shareholder Approval. (a) The Company Peninsula and Parent Mackinac shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Peninsula Shareholders’ Meeting (the “Proxy Statement”). The Company Peninsula and Parent Mackinac shall as promptly as practicable prepare, and Parent Mackinac shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent Mackinac and Company Peninsula shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Peninsula Board Recommendation expressly permitted by Section 6.3(b), include the Company Peninsula Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to CompanyPeninsula, Parent Mackinac or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company Peninsula and Parent Mackinac shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of CompanyPeninsula. Without limiting the foregoing, Peninsula and Mackinac shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S-4).

SEC Filings and Shareholder Approval. (a) The Company 8.2.1 Promptly following the date hereof, MTWF and Parent FIBK shall jointly prepare and cause to be filed with the SEC the Proxy Statement. Promptly following the date hereof, FIBK shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectusprospectus (the “Form S-4”), and Parent FIBK and Company MTWF shall use their respective commercially reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification include the Company MTWF Board RecommendationRecommendation (as defined below). The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite MTWF Shareholder Approval, any event occurs with respect to CompanyMTWF, Parent FIBK or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company MTWF and Parent FIBK shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of CompanyMTWF. Without limiting the foregoing, MTWF and FIBK shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Form S-4). Except with the prior approval of FIBK, no other matters shall be submitted for the approval of MTWF shareholders at the MTWF Shareholder Meeting other than a proposal, if appropriate, regarding adjournment of the meeting for MTWF to seek to obtain additional votes in favor of the Merger. Subject to Sections 8.2.2 and 8.5, the MTWF board of directors shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders.

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 S‑4 (the “Form S-4S‑4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 S‑4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.. Without limiting the foregoing, Company and Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S‑4). 42

SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company. Without limiting the foregoing, Company and Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S-4).