Common use of CONVERSION AND OFFERING Clause in Contracts

CONVERSION AND OFFERING. Commencing promptly after the date of this Agreement, Bancorp and First Federal will take all reasonable steps necessary to effect the Conversion and Offering and Bancorp and First Federal shall use their best efforts to satisfy the conditions to closing set forth in Section 8.11. Without limiting the generality of the foregoing, Bancorp shall cause the following to be done: (a) Bancorp shall duly call, give notice of, convene and hold a special meeting of its Board of Directors as soon as practicable for the purpose of approving the Conversion and Offering. (b) Bancorp and First Federal will use all reasonable efforts to prepare and file all required regulatory applications required in connection with the Conversion and Offering, including, without limitation, filing applications with the OTS. (c) Bancorp shall prepare as promptly as practicable, and the Company shall co-operate in the preparation of, a prospectus (the "Prospectus") meeting all requirements of applicable federal and state securities and banking laws and regulations. Bancorp shall incorporate such Prospectus into a Registration Statement on Form S-1, or other applicable form, ("Form S-1") satisfying all applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder. Bancorp shall file the Form S-1 (or other applicable form) with the SEC, and shall use its reasonable best efforts to have the Form S-1 declared effective under the Securities Act of 1933 as promptly as practicable after such filing. (d) The Company shall provide Bancorp with any information concerning it that Bancorp may reasonably request in connection with the Prospectus, and the Company shall promptly notify Bancorp if at any time it becomes aware that the Prospectus or the Form S-1 contains any untrue statement of a material fact or omits to state a 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. In such event, the Company and Bancorp shall cooperate in the preparation of a supplement or amendment to such Prospectus, which corrects such misstatement or omission, and shall cause an amended Form S-1 to be filed with the SEC (if applicable). The Company shall provide to Bancorp a "comfort" letter from the independent certified public accountants for the Company, dated as of the date of the Prospectus and updated as of the date of consummation of the Offering, with respect to certain financial information regarding the Company, each in form and substance which is customary in transactions such as the Offering, and shall cause its counsel to deliver to the placement agent for the Offering such opinions as Bancorp may reasonably request. (e) Bancorp shall give the Company and its counsel the opportunity to review the Prospectus prior to its being filed with the OTS and the SEC, and shall give the Company and its counsel the opportunity to review all amendments and supplements to the Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the OTS, and the SEC. Each of Bancorp and the Company agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the OTS, and the SEC and to cause the Prospectus and all required amendments and supplements thereto to be mailed to the qualified depositors and other qualified subsidiaries of First Federal at the earliest practicable time.