Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of GLB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB Shareholders Meeting, FNFG shall draft and prepare, and GLB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and GLB shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB shareholders. FNFG shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB shall furnish all information concerning GLB and the holders of GLB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify GLB promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give GLB and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and GLB 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB Common Stock entitled to vote at the GLB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of GLB shall mail an amended Proxy Statement-Prospectus to the GLB shareholders. If requested by FNFG, GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLB, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. (a) For the purposes (x) of registering FNFG ▇▇▇▇▇▇▇▇ Common Stock to be offered to holders of GLB VIST Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB VIST Shareholders Meeting, FNFG ▇▇▇▇▇▇▇▇ shall draft and prepare, and GLB VIST shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB VIST shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG ▇▇▇▇▇▇▇▇ shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG ▇▇▇▇▇▇▇▇ and GLB VIST shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB VIST and FNFG ▇▇▇▇▇▇▇▇ shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB VIST shareholders. FNFG ▇▇▇▇▇▇▇▇ shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB VIST shall furnish all information concerning GLB VIST and the holders of GLB VIST Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB (b) VIST shall provide FNFG ▇▇▇▇▇▇▇▇ with any information concerning itself that FNFG ▇▇▇▇▇▇▇▇ may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG ▇▇▇▇▇▇▇▇ shall notify GLB VIST promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB VIST promptly copies of all correspondence between FNFG ▇▇▇▇▇▇▇▇ or any of their representatives and the SEC. FNFG ▇▇▇▇▇▇▇▇ shall give GLB VIST and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB VIST and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ▇▇▇▇▇▇▇▇ and GLB VIST 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to (i) the holders of GLB VIST Common Stock entitled to vote at the GLB VIST Shareholders Meeting hereof and (ii) the holders of ▇▇▇▇▇▇▇▇ Common Stock entitled to vote at the ▇▇▇▇▇▇▇▇ Shareholders Meeting, if ▇▇▇▇▇▇▇▇ shareholder approval is required by Amex, at the earliest practicable time. 8.2.3. GLB (c) VIST and FNFG ▇▇▇▇▇▇▇▇ shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB VIST shall cooperate with FNFG ▇▇▇▇▇▇▇▇ in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG ▇▇▇▇▇▇▇▇ shall file an amended Merger Registration Statement with the SEC, and each of GLB VIST shall mail an amended Proxy Statement-Prospectus to the GLB VIST shareholders. If requested by FNFG▇▇▇▇▇▇▇▇, GLB VIST shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLBVIST, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Investors Common Stock to be offered to holders of GLB ABNJ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB ABNJ Shareholders Meeting, FNFG Investors shall draft and prepare, and GLB ABNJ shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB ABNJ shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG Investors shall file the Merger Registration Statement, including the Proxy Statement▇-Prospectus▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, with the SEC. Each of FNFG Investors and GLB ABNJ shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB and FNFG ABNJ shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB ABNJ shareholders. FNFG Investors shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB ABNJ shall furnish all information concerning GLB ABNJ and the holders of GLB ABNJ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB ABNJ shall provide FNFG Investors with any information concerning itself that FNFG Investors may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG Investors shall notify GLB ABNJ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB ABNJ promptly copies of all correspondence between FNFG Investors or any of their representatives and the SEC. FNFG Investors shall give GLB ABNJ and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB ABNJ and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Investors and GLB ABNJ 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB ABNJ Common Stock entitled to vote at the GLB ABNJ Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB ABNJ and FNFG Investors shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB ABNJ shall cooperate with FNFG Investors in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Investors shall file an amended Merger Registration Statement with the SEC, and each of GLB ABNJ shall mail an amended Proxy Statement-Prospectus to the GLB ABNJ shareholders. If requested by FNFG, GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLB, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of GLB HNC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB HNC Shareholders Meeting, FNFG shall draft and prepare, and GLB HNC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB HNC shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG and GLB HNC shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB HNC and FNFG shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB HNC shareholders. FNFG shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB HNC shall furnish all information concerning GLB HNC and the holders of GLB HNC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB HNC shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG shall notify GLB HNC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB HNC promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give GLB HNC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB HNC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and GLB HNC 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB HNC Common Stock entitled to vote at the GLB HNC Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB HNC and FNFG shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB HNC shall cooperate with FNFG in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of GLB HNC shall mail an amended Proxy Statement-Prospectus to the GLB HNC shareholders. If requested by FNFG, GLB HNC shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLBHNC, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG NYB Common Stock to be offered to holders of GLB LIFC Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB Shareholders LIFC Stockholders Meeting, FNFG NYB shall draft and prepare, and GLB LIFC shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB shareholdersLIFC stockholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG NYB shall promptly file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG NYB and GLB LIFC shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB and FNFG LIFC shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB shareholdersits stockholders. FNFG NYB shall also use its reasonably best efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB LIFC shall furnish all information concerning GLB LIFC and the holders of GLB LIFC Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB LIFC shall provide FNFG NYB with any information concerning itself that FNFG NYB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG NYB shall notify GLB LIFC promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB LIFC promptly copies of all correspondence between FNFG NYB or any of their representatives and the SEC. FNFG NYB shall give GLB LIFC and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB LIFC and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG NYB and GLB LIFC agrees to use all reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB LIFC Common Stock entitled to vote at the GLB Shareholders LIFC Stockholders Meeting hereof at the earliest practicable time. 8.2.3. GLB LIFC and FNFG NYB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB LIFC shall cooperate with FNFG NYB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG NYB shall file an amended Merger Registration Statement with the SEC, and each of GLB LIFC and NYB shall mail an amended Proxy Statement-Prospectus to the GLB shareholders. If requested by FNFG, GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of LIFC and the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLB, in form and substance that is customary in transactions such as the MergerNYB stockholders.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG DNB Common Stock to be offered to holders of GLB E▇▇ Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB E▇▇ Shareholders Meeting and the DNB Shareholders Meeting, FNFG DNB shall draft and prepare, and GLB E▇▇ shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement of E▇▇, a proxy statement of DNB and a prospectus of DNB satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB E▇▇ and DNB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “"Proxy Statement-Prospectus”"). FNFG DNB shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG DNB and GLB E▇▇ shall use their commercially reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB E▇▇ and FNFG DNB shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB E▇▇ and DNB shareholders. FNFG DNB shall also use its reasonably best commercially reasonable efforts to obtain all necessary state securities law or “"Blue Sky” " permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB E▇▇ shall furnish all information concerning GLB E▇▇ and the holders of GLB E▇▇ Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB E▇▇ shall provide FNFG DNB with any information concerning itself that FNFG DNB may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG DNB shall notify GLB E▇▇ promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB E▇▇ promptly copies of all correspondence between FNFG DNB or any of their representatives and the SEC. FNFG DNB shall give GLB E▇▇ and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB E▇▇ and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG DNB and GLB E▇▇ agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB E▇▇ Common Stock and DNB Common Stock entitled to vote at the GLB their respective E▇▇ Shareholders Meeting hereof and DNB Shareholders Meeting at the earliest practicable time. 8.2.3. GLB ERB and FNFG DNB shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB ERB shall cooperate with FNFG DNB in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG DNB shall file an amended Merger Registration Statement with the SEC, and each of GLB party shall mail an amended Proxy Statement-Prospectus to the GLB its respective shareholders. If requested by FNFG, GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLB, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG ESSA Common Stock to be offered to holders of GLB First Star Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB First Star Shareholders Meeting, FNFG ESSA shall draft and prepare, and GLB First Star shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB First Star shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG ESSA shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG ESSA and GLB First Star shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB First Star and FNFG ESSA shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB First Star shareholders. FNFG ESSA shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB First Star shall furnish all information concerning GLB First Star and the holders of GLB First Star Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB First Star shall provide FNFG ESSA with any information concerning itself that FNFG ESSA may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG ESSA shall notify GLB First Star promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB First Star promptly copies of all correspondence between FNFG ESSA or any of their representatives and the SEC. FNFG ESSA shall give GLB First Star and its counsel the opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB First Star and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG ESSA and GLB First Star 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB First Star Common Stock entitled to vote at the GLB First Star Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB First Star and FNFG ESSA shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB First Star shall cooperate with FNFG ESSA in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG ESSA shall file an amended Merger Registration Statement with the SEC, and each of GLB First Star shall mail an amended Proxy Statement-Prospectus to the GLB First Star shareholders. If requested by FNFGESSA, GLB First Star shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLBFirst Star, in form and substance that is customary in transactions such as the Merger.

Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG BMBC Common Stock to be offered to holders of GLB MCBI Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the GLB MCBI Shareholders Meeting, FNFG BMBC shall draft and prepare, and GLB MCBI shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the GLB MCBI shareholders, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). FNFG BMBC shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of FNFG BMBC and GLB MCBI shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of GLB MCBI and FNFG BMBC shall thereafter promptly mail the Proxy Statement-Prospectus to the GLB MCBI shareholders. FNFG BMBC shall also use its reasonably best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GLB MCBI shall furnish all information concerning GLB MCBI and the holders of GLB MCBI Common Stock as may be reasonably requested in connection with any such action. 8.2.2. GLB MCBI shall provide FNFG BMBC with any information concerning itself that FNFG BMBC may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and FNFG BMBC shall notify GLB MCBI promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to GLB MCBI promptly copies of all correspondence between FNFG BMBC or any of their representatives and the SEC. FNFG BMBC shall give GLB MCBI and its counsel the reasonable opportunity to review and comment on the Proxy Statement-Prospectus prior to its being filed with the SEC and shall give GLB MCBI and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG BMBC and GLB MCBI 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 SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of GLB MCBI Common Stock entitled to vote at the GLB MCBI Shareholders Meeting hereof at the earliest practicable time. 8.2.3. GLB MCBI and FNFG BMBC shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Merger Registration Statement 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, GLB MCBI shall cooperate with FNFG BMBC in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG BMBC shall file an amended Merger Registration Statement with the SEC, and each of GLB MCBI shall mail an amended Proxy Statement-Prospectus to the GLB MCBI shareholders. If requested by FNFG, GLB shall obtain a “comfort” letter from its independent certified public accountant, dated as of the date of the Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding GLB, in form and substance that is customary in transactions such as the Merger.