Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (a) Since January 1, 2016, Buyer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those Buyer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer SEC Reports.

Securities Laws Matters. (a) Since January 1, 2016, Buyer CFC has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus and the Form S-4, the “Buyer CFC SEC Reports”). Each of the Buyer CFC SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those Buyer CFC SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer CFC SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer CFC Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer CFC SEC Reports.

Securities Laws Matters. (a) Since January 1the date of becoming a reporting company with the SEC, 2016, Buyer Talmer has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “Buyer Talmer SEC Reports”). Each of the Buyer Talmer SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those Buyer Talmer SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer Talmer SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer Talmer Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer Talmer SEC Reports.

Securities Laws Matters. (a) Since January 1, 20162012, Buyer Chemical has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4, the “Buyer Chemical SEC Reports”). Each of the Buyer Chemical SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement (with respect to those Buyer Chemical SEC Reports filed or furnished prior to the date of this Agreement), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer Chemical SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer Chemical Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer Chemical SEC Reports.

Securities Laws Matters. (a) 3.33.1 Since January 1, 20162010, Buyer Firstbank has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “Buyer "Firstbank SEC Reports”"). Each of the Buyer Firstbank SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those Buyer Firstbank SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer Firstbank SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer Firstbank Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer Firstbank SEC Reports.

Securities Laws Matters. (a) 4.34.1 Since January 1, 2016, Buyer ChoiceOne has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “Buyer "ChoiceOne SEC Reports”"). Each of the Buyer ChoiceOne SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those Buyer ChoiceOne SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer ChoiceOne SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer ChoiceOne Subsidiaries are or ever have has been required to file periodic reports with the SEC. 45 As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer ChoiceOne SEC Reports.

Securities Laws Matters. (a) 3.33.1 Since January 1, 20162010, Buyer Firstbank has filed or furnished all forms, documents and reports required to be filed or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement/Prospectus Statement and the Form S-4Registration Statement, the “Buyer Firstbank SEC Reports”). Each of the Buyer Firstbank SEC Reports, in each case as of its filing or furnishing date, or, if amended, as finally amended prior to the date of this Agreement Plan of Merger (with respect to those Buyer Firstbank SEC Reports filed or furnished prior to the date of this AgreementPlan of Merger), has complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and none of the Buyer Firstbank SEC Reports, when filed or furnished or, if amended, as finally amended prior to the date of this AgreementPlan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Buyer Firstbank Subsidiaries are or ever have has been required to file periodic reports with the SEC. As of the date of this AgreementPlan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Buyer Firstbank SEC Reports.