Common use of Definitive Proxy Materials Clause in Contracts

Definitive Proxy Materials. First National/Polk shall prepare a proxy statement which shall consist of the First National/Polk definitive proxy materials relating to the Special First National/Polk Meeting (the "Proxy Statement"). The Proxy Statement shall contain the affirmative recommendation of the Board of Directors of First National/Polk in favor of the adoption of this Agreement and the approval of the Merger. CBF shall provide to First National/Polk such information and assistance in connection with the preparation of the Proxy Statement as First National/Polk may reasonably request. First National/Polk shall not be liable for any untrue statement of a material fact or omission to state a material fact in the Proxy Statement made in reliance upon, or in conformity with, information furnished to First National/Polk by CBF for use therein. In connection with the Special First National/Polk Meeting, the Parties shall file the proxy statement with such Regulatory Agencies as may be required by law in order for such materials to be furnished to First National/Polk shareholders in connection with such meeting.