Common use of Approvals and Registrations Clause in Contracts

Approvals and Registrations. Emclaire will use its best efforts to prepare and file (a) with the SEC, the Registration Statement on Form S-4 (the "Registration Statement"), (b) with the FDIC, an application for approval of the Merger, if applicable, (c) with the PADB, an application for approval of the Merger, (d) with the OCC, an application for approval of the Merger, and (e) with the OTC Bulletin Board, if necessary, an application for the listing of the Shares of Emclaire Stock issuable upon the Merger, subject to official notice of issuance, except that Emclaire shall have no obligations to file a new registration statement or a post-effective amendment to the Registration Statement covering any reoffering of Emclaire Stock by PSFC Affiliates. Emclaire, reasonably in advance of making such filings, will provide PSFC and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of PSFC and its counsel before making any such filing or application; and Emclaire will provide PSFC and its counsel with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time of the Merger. Emclaire covenants and agrees that all information furnished by Emclaire for inclusion in the Registration Statement, the Prospectus/Proxy Statement, and all applications and submissions for the Required Consents (as defined in Section 6.1 herein) will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC, the FDIC, the PADB, and OCC, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, Emclaire will furnish to Capital Resources and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., investment bankers advising PSFC and Emclaire, respectively, such information as they may reasonably request for purposes of the opinions referred to in Sections 7.2(h) and 7.1(j), respectively.