Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. Commerce shall promptly and as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the "Registration Statement"). Company, Commerce and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for the special stockholders' meeting of Company to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws. If necessary, in light of developments occurring subsequent to the filing of the Registration Statement, Company shall mail or otherwise furnish to its stockholders such amendments or supplements to the Registration Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Registration Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. Commerce shall promptly and as soon as practicable prepare and file a registration statement on Form S-4 None of the information to be filed with supplied by the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the "Registration Statement"). Company, Commerce and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate Company for inclusion or incorporation by reference in the Registration Statement or the proxy statement for the special stockholders' meeting of Company to be called for the purpose of considering and voting on the Merger Proxy Statement will (the "Proxy Statement"). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the other's counsel and auditors i) in the preparation and filing of the Registration Statement and the Proxy Statement. Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws. If necessary, in light of developments occurring subsequent to the filing case of the Registration Statement, Company shall mail or otherwise furnish to its stockholders such amendments or supplements to at the Registration Statement materials as maytime it becomes effective, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Registration Statement materials, as so amended or supplemented, will contain no any untrue statement of any a material fact and will not or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement, the time of the Stockholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or as may be necessary event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to comply the Effective Time, any event with applicable law. Commerce and Sub respect to the Company, its officers or directors shall not be occur which is required to maintain be described in the effectiveness of Proxy Statement or the Registration Statement after delivery of Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereofSEC and, Commerce shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant law, disseminated to the Securities stockholders of the Company. The Proxy Statement will comply (excluding any matters relating to Parent and Sub, as to which the Company makes no representations) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. Commerce shall promptly and Gold shall, at Gold's ------------------------------------------ expense (but subject to the terms of Section 11.1 hereinafter) as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Gold Common Stock to be issued in the Merger (the "Registration Statement"). Company, Commerce Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for to be used in connection with the special stockholders' meeting meetings of the Company and Gold and to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). Company, Commerce Gold and Sub shall each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Commerce Gold shall not include in the Registration Statement any information concerning Company or Bank to which Company shall reasonably and timely object in writing. CommerceGold, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Company and Gold shall distribute the respective Proxy Statement to its stockholders in accordance with applicable lawslaws and the NASDAQ Rules not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its respective stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the filing distribution of the Registration Proxy Statement, Company and Gold shall mail or otherwise furnish to its stockholders such amendments to the Proxy Statement or supplements to the Registration Proxy Statement materials as may, in the reasonable opinion of CommerceGold, Sub, Sub or the Company, be necessary so that the Registration Statement materialsProxy Statement, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements statement therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereofEffective Time, Commerce Gold shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. Commerce (a) The Company shall promptly and as soon as practicable prepare and file a registration statement on Form S-4 (which registration statement, in the form it is declared effective by the SEC, together with any and all amendments and supplements thereto and all information incorporated by reference therein, is referred to be filed with herein as the SEC Registration Statement) under and pursuant to the Securities provisions of the 1933 Act for the purpose of registering the shares of Commerce Company Common Stock Stock, the Company Preferred Stock, and the Surviving Securities to be issued in the Merger Merger, together with any Company Common Stock issuable upon conversion of the Company Preferred Stock or upon exercise of the Surviving Securities (the "Underlying Securities). PointeCom shall be allowed to participate in the preparation and review of the Registration Statement prior to filing with the SEC by the Company. The Company shall use commercially reasonable efforts to receive and respond to the comments of the SEC and have the Registration Statement declared effective. The Company and PointeCom shall promptly mail to their respective stockholders the proxy statement in its definitive form contained in the Registration Statement". Such proxy statement shall also serve as the prospectus to be included in the Registration Statement (such proxy statement, prospectus, and any amendments or supplements thereto, the Joint Proxy Statement/Prospectus). Company, Commerce Each of PointeCom and Sub shall each the Company agrees to provide as promptly as practical to the other other, such information concerning their respective businesses, its business and financial conditions, statements and affairs as as, in the reasonable judgment of counsel for the other party, may be required or appropriate for inclusion in the Registration Statement or and the proxy statement for the special stockholders' meeting of Company to be called for the purpose of considering and voting on the Merger (the "Joint Proxy Statement"). Company, Commerce /Prospectus and Sub shall each to cause their its counsel and auditors to cooperate with the other's counsel other counselors and auditors in the preparation and filing of the Registration Statement and the Joint Proxy Statement/Prospectus. Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and The Company shall use their its commercially reasonable best efforts to have the Registration Statement declared effective under Company Common Stock to be issued in the Securities Act as soon as may be practicable and thereafter Company shall distribute the Proxy Statement to its stockholders in accordance with applicable laws. If necessaryMerger, in light of developments occurring subsequent to the filing or upon conversion of the Registration Statement, Company shall mail or otherwise furnish to its stockholders such amendments or supplements to Preferred Stock and the Registration Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Registration Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required Surviving Securities to be stated therein or necessary to make listed on NASDAQ, effective with the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Actissuance thereof.

Registration Statement and Proxy Statement. Commerce shall promptly and as As soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file with the SEC a registration preliminary proxy statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the "Registration Statement")) in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and upon exercise of the Assumed Options. Company, Commerce and Sub shall each provide promptly The proxy statement furnished to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion Company's stockholders in connection with the Registration Statement or the proxy statement for the special stockholders' meeting of Company to be called for the purpose of considering and voting on the Merger Special Meeting (the "Proxy Statement")) will be included as part of the prospectus forming part of the Registration Statement. Company, Commerce and Sub shall each cause their counsel and auditors Each party hereto agrees to use commercially reasonable efforts to cooperate with the other's counsel and auditors each other party in connection with the preparation and filing of the Registration preliminary proxy statement, the Proxy Statement and the Proxy Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Commerce shall not include in Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to have the Registration Statement be declared effective under the Securities Act as soon as may reasonably practicable after such filing and to continue to be practicable effective as of the Effective Time and thereafter Company shall distribute to cause the Proxy Statement approved by the SEC to its stockholders in accordance with applicable laws. If necessary, in light of developments occurring subsequent be mailed to the filing Company's stockholders at the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Parent Series A Stock to be covered by the Registration Statement, Company shall mail or otherwise furnish to its stockholders such amendments or supplements to the Registration Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Registration Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. Commerce shall promptly and as soon as practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the "“Registration Statement"”). Company, Commerce and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for the special stockholders' ’ meeting of Company to be called for the purpose of considering and voting on the Merger (the "“Proxy Statement"”). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the other's ’s counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Company shall distribute the Proxy Statement to its stockholders in accordance with applicable lawslaws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the filing distribution of the Registration StatementProxy Statement to Company or stockholders, Company shall mail or otherwise furnish to its stockholders shareholders such amendments or supplements to the Registration Proxy Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company, be necessary so that the Registration Proxy Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available "“adequate current public information" ” within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.