Common use of Exchange Offer Documents Clause in Contracts

Exchange Offer Documents. As promptly as practicable after the election by the Acquiror to commence of the Exchange Offer, Acquiror shall convert the Proxy Registration Statement into and shall file with the SEC a registration statement (together with the amendments thereof or supplements thereto, the "Exchange Registration Statement") in connection with the registration under the Securities Act of the Acquiror Shares to be issued pursuant to the Exchange Offer. Acquiror shall use all reasonable efforts to have or cause the Exchange Registration Statement to become effective as promptly as practicable. As promptly as practicable (and in any event within five business days) after the Exchange Registration Statement has become effective, Acquiror shall commence the Exchange Offer. As promptly as practicable on the date of commencement of the Exchange Offer, Acquiror shall file with the SEC a Tender Exchange Offer Statement on Schedule 14D-1 promulgated under the Exchange Act (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Exchange Offer, and take such steps as are reasonably necessary to cause the Exchange Offer to be disseminated to the holders of shares of Capital Stock as and to the extent required by applicable federal securities laws. The Schedule 14D-1 shall contain an offer to exchange (the "Offer to Exchange") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Exchange Registration Statement, the Offer to Exchange and such other documents as may be required by the Exchange Act, the NYSE, the NASD or any other applicable laws, rules or regulations, together with all amendments and supplements thereto, the "Exchange Offer Documents"). Acquiror shall use its best efforts to distribute such Exchange Offer Documents, and any other documents required by law or this Agreement to all holders of shares of Capital Stock, in accordance with the requirements of this Section 7.15. Acquiror and the Company shall correct promptly any information provided by any of them for use in the Exchange Offer Documents if such information shall 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 contained therein, in light of the circumstances under which they were made, not misleading, and Acquiror shall use all reasonable efforts to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Exchange Offer Documents as so corrected to be disseminated to holders of shares of Capital Stock, in each case as and to the extent required by applicable federal securities laws and this Section 7.15. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Exchange Offer Documents prior to their being filed with the SEC, and Acquiror will provide the Company and its counsel with copies of any written comments that Acquiror receives from the SEC or its staff with respect to the Exchange Offer Documents promptly after receipt of any such comments.

Exchange Offer Documents. As promptly as practicable after the election by the Acquiror Newco to commence of the Exchange Offer, Acquiror shall convert the Proxy Registration Statement into and Newco shall file with the SEC a registration statement (together with the amendments thereof or supplements thereto, the "Exchange Registration StatementEXCHANGE REGISTRATION STATEMENT") in connection with the registration under the Securities 1933 Act of the Acquiror Shares Newco Common Stock and Newco Series F Preferred Stock to be issued pursuant to the Exchange Offer. Acquiror Newco shall use all reasonable efforts to have or cause the Exchange Registration Statement to become effective as promptly as practicable. As promptly as practicable (and in any event within five business days(5) Business Days) after the Exchange Registration Statement has become effective, Acquiror Newco shall commence the Exchange Offer. As promptly as practicable on the date of commencement of the Exchange Offer, Acquiror Newco shall file with the SEC a Tender Exchange Offer Statement on Schedule 14D-1 promulgated under the Exchange 1934 Act (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-1") with respect to the Exchange Offer, and take such steps as are reasonably necessary to cause the Exchange Offer to be disseminated to the holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock as and to the extent required by applicable federal securities laws. The Schedule 14D-1 shall contain an offer to exchange (the "Offer to ExchangeOFFER TO EXCHANGE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Exchange Registration Statement, the Offer to Exchange and such other documents as may be required by the Exchange 1934 Act, the NYSENasdaq, the NASD National Association of Securities Dealers or any other applicable laws, rules or regulations, together with all amendments and supplements thereto, the "Exchange Offer DocumentsEXCHANGE OFFER DOCUMENTS"). Acquiror Newco shall use its best efforts to distribute such Exchange Offer Documents, and any other documents required by law or this Agreement to all holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock, in accordance with the requirements of this Section 7.157.5. Acquiror Newco and the Company Concentric shall correct promptly any information provided by any of them for use in the Exchange Offer Documents if such information shall 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 contained therein, in light of the circumstances under which they were made, not misleading, and Acquiror Newco shall use all reasonable efforts to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Exchange Offer Documents as so corrected to be disseminated to holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock, in each case as and to the extent required by applicable federal securities laws and this Section 7.157.5. The Company Concentric and its counsel shall be given a reasonable opportunity to review and comment on the Exchange Offer Documents prior to their being filed with the SEC, and Acquiror Newco will provide the Company Concentric and its counsel with copies of any written comments that Acquiror Newco receives from the SEC or its staff with respect to the Exchange Offer Documents promptly after receipt of any such comments.

Exchange Offer Documents. As promptly as practicable after the ------------------------ election by the Acquiror Newco to commence of the Exchange Offer, Acquiror shall convert the Proxy Registration Statement into and Newco shall file with the SEC a registration statement (together with the amendments thereof or supplements thereto, the "Exchange Registration StatementEXCHANGE REGISTRATION STATEMENT") in connection with the registration under the Securities 1933 Act of the Acquiror Shares Newco Common Stock and Newco Series F Preferred Stock to be issued pursuant to the Exchange Offer. Acquiror Newco shall use all reasonable efforts to have or cause the Exchange Registration Statement to become effective as promptly as practicable. As promptly as practicable (and in any event within five business days(5) Business Days) after the Exchange Registration Statement has become effective, Acquiror Newco shall commence the Exchange Offer. As promptly as practicable on the date of commencement of the Exchange Offer, Acquiror Newco shall file with the SEC a Tender Exchange Offer Statement on Schedule 14D-1 promulgated under the Exchange 1934 Act (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-1") with respect to the Exchange Offer, and take such steps as are reasonably necessary to cause the Exchange Offer to be disseminated to the holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock as and to the extent required by applicable federal securities laws. The Schedule 14D-1 shall contain an offer to exchange (the "Offer to ExchangeOFFER TO EXCHANGE") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Exchange Registration Statement, the Offer to Exchange and such other documents as may be required by the Exchange 1934 Act, the NYSENasdaq, the NASD National Association of Securities Dealers or any other applicable laws, rules or regulations, together with all amendments and supplements thereto, the "Exchange Offer DocumentsEXCHANGE OFFER DOCUMENTS"). Acquiror Newco shall use its best efforts to distribute such Exchange Offer Documents, and any other documents required by law or this Agreement to all holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock, in accordance with the requirements of this Section 7.157.5. Acquiror Newco and the Company Concentric shall correct promptly any information provided by any of them for use in the Exchange Offer Documents if such information shall 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 contained therein, in light of the circumstances under which they were made, not misleading, and Acquiror Newco shall use all reasonable efforts to cause the Schedule 14D-1 14 D-1 as so corrected to be filed with the SEC and the other Exchange Offer Documents as so corrected to be disseminated to holders of shares of Capital Concentric Common Stock and Concentric Series C Preferred Stock, in each case as and to the extent required by applicable federal securities laws and this Section 7.157.5. The Company Concentric and its counsel shall be given a reasonable opportunity to review and comment on the Exchange Offer Documents prior to their being filed with the SEC, and Acquiror Newco will provide the Company Concentric and its counsel with copies of any written comments that Acquiror Newco receives from the SEC or its staff with respect to the Exchange Offer Documents promptly after receipt of any such comments.