Common use of Definitive Proxy Materials Clause in Contracts

Definitive Proxy Materials. First National/Osceola shall prepare a proxy statement which shall consist of the First National/Osceola definitive proxy materials relating to the Special First National/Osceola Meeting (the "Proxy Statement"). The Proxy Statement shall contain the affirmative recommendation of the Board of Directors of First National/Osceola in favor of the adoption of this Agreement and the approval of the Merger. CBF shall provide to First National/Osceola such information and assistance in connection with the preparation of the Proxy Statement as First National/Osceola may reasonably request. First National/Osceola 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/Osceola by CBF for use therein. In connection with the Special First National/Osceola 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/Osceola shareholders in connection with such meeting.