Common use of SEC Registration Clause in Contracts

SEC Registration. By no later than sixty (60) days after the Agreement Date, Princeton shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI covering the shares of Princeton Common Stock to be issued pursuant to this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the SBI Stockholders referred to in Section 6.12 of this Agreement, all in accordance with the rules and regulations of the SEC. Princeton shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton Common Stock to SBI Stockholders. In advance of any filing made under this Section, Princeton and SBI and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton and SBI each agree promptly to advise each other and each other's counsel of any material communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of Princeton, except that SBI shall be solely responsible for the costs and expenses, including fees of SBI's accountants and legal counsel, related to the preparation and review of SBI financial statements and SBI information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to SBI Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Princeton National Bancorp Inc)

AutoNDA by SimpleDocs

SEC Registration. By no later than sixty (60) days after the Agreement Date, Princeton MSTI shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI Citizens covering the shares of Princeton MSTI Common Stock to be issued pursuant to this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the SBI Citizens Stockholders referred to in Section 6.12 of this AgreementSECTION 6.11, all in accordance with the rules and regulations of the SEC. Princeton MSTI shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton MSTI Common Stock to SBI Citizens Stockholders. In advance of any filing made under this Section, Princeton MSTI and SBI Citizens and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton MSTI and SBI Citizens each agree promptly to advise each other and each other's counsel of any material communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of PrincetonMSTI, except that SBI Citizens shall be solely responsible for the costs and expenses, including fees of SBI's Citizens' accountants and legal counsel, related to the preparation and review of SBI Citizens financial statements and SBI Citizens information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to SBI Citizens Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citizens First Financial Corp)

SEC Registration. By no later than sixty (60) days after the Agreement Date, Princeton MSTI shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI Citizens covering the shares of Princeton MSTI Common Stock to be issued pursuant to this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"“Registration Statement”). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the SBI Citizens Stockholders referred to in Section 6.12 of this Agreement6.11, all in accordance with the rules and regulations of the SEC. Princeton MSTI shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton MSTI Common Stock to SBI Citizens Stockholders. In advance of any filing made under this Section, Princeton MSTI and SBI Citizens and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton MSTI and SBI Citizens each agree promptly to advise each other and each other's ’s counsel of any material communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of PrincetonMSTI, except that SBI Citizens shall be solely responsible for the costs and expenses, including fees of SBI's Citizens’ accountants and legal counsel, related to the preparation and review of SBI Citizens financial statements and SBI Citizens information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to SBI Citizens Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Main Street Trust Inc)

SEC Registration. By no later than sixty (60) days after the Agreement Date, Princeton Centrue Financial shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI ICB covering the shares of Princeton Centrue Financial Common Stock to be issued pursuant to this Agreement and shall use its Best Efforts to cause the same to become effective, and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENT"“Registration Statement”). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the SBI Stockholders ICB Shareholders referred to in Section 6.12 of this Agreement6.12, all in accordance with the rules and regulations of the SEC. Princeton Centrue Financial shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton Centrue Financial Common Stock to SBI StockholdersICB Shareholders. In advance of any filing made under this Section, Princeton Centrue Financial and SBI ICB and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton Centrue Financial and SBI ICB each agree promptly to advise each other and each other's ’s counsel of any material communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement shall be at the sole cost and expense of PrincetonCentrue Financial, except that SBI ICB shall be solely responsible for the costs and expenses, including fees of SBI's ICB’s accountants and legal counsel, related to the preparation and review of SBI ICB financial statements and SBI ICB information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to SBI StockholdersICB Shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Centrue Financial Corp)

AutoNDA by SimpleDocs

SEC Registration. By no later than sixty (60) days after the Agreement Date, Princeton Heartland shall prepare and file with the SEC a registration statement under the Securities Act on an appropriate form reasonably acceptable to SBI RMB under the Securities Act covering the shares of Princeton Heartland Common Stock to be issued pursuant to this Agreement and shall use its Best Efforts all reasonable efforts to cause the same to become effective, effective and thereafter, until the Effective Time or lawful termination of this Agreement, to keep the same effective and, if necessary, amend and supplement the same (such registration statement, and any amendments and supplements thereto, is referred to as the "REGISTRATION STATEMENTRegistration Statement"). The Registration Statement shall include the Proxy Statement for use in connection with the meeting of the SBI Stockholders shareholders of RMB referred to in Section 6.12 of this Agreement6.11, all in accordance with the rules and regulations of the SEC. Princeton Heartland shall, as soon as practicable after the execution of this Agreement, make all filings required to obtain all permits, authorizations, consents or approvals required under any applicable Legal Requirements (including all state securities laws) for the issuance of the shares of Princeton Heartland Common Stock to SBI Stockholdersshareholders of RMB. In advance of any filing made under this Section, Princeton Heartland and SBI RMB and their respective counsel shall be provided with the opportunity to comment thereon, and Princeton Heartland and SBI RMB each agree promptly to advise each other and each other's counsel of any material communication received by it or its counsel from the SEC or any other Regulatory Authorities with respect to such filings. Preparation and filing of the Registration Statement and Proxy Statement- Prospectus shall be at the sole cost and expense of PrincetonHeartland, except that SBI RMB shall be solely responsible for the costs and expenses, including fees of SBIRMB's accountants and legal counsel, related to the preparation and review of SBI RMB financial statements and SBI RMB information required to be presented in the Registration Statement and the costs of printing and mailing the Proxy Statement to SBI StockholdersRMB shareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!