Common use of Federal Securities Laws Clause in Contracts

Federal Securities Laws. As promptly as practicable following the date hereof, Acquiror shall, in cooperation with the Company, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and a registration statement on Form S-4 with respect to the issuance of Acquiror Shares in connection with the Merger (such registration statement, and any amendments or supplements thereto, the "REGISTRATION STATEMENT"), and file with state securities administrators such registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Acquiror Shares in such states as are designated by the Company (the "BLUE SKY FILINGS"). The Joint Proxy Statement/Prospectus will be included in the Registration Statement as Acquiror's prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Acquiror shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Acquiror agrees that none of the information supplied or to be supplied by Acquiror for inclusion or incorporation by reference in the Registration Statement and/or the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Special Meeting or the Acquiror Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Special Meeting or the Acquiror Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Acquiror and the Acquiror Special Meeting will be deemed to have been supplied by Acquiror, and information concerning or related to the Company and the Company Special Meeting shall be deemed to have been supplied by the Company. Acquiror will provide the Company with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such with the SEC, will provide the Company with a copy of all such filings concurrent with their filing with the SEC and will notify the Company as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between Acquiror or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any event relating to the Company or Acquiror or any of their respective Affiliates, officers or directors is discovered by the Company or Acquiror, as the case may be, that is required by the Securities Act or the Securities Exchange Act to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Acquiror, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company and Acquiror, to the extent required by applicable securities laws. All documents which the Company or Acquiror files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Company, on the one hand, and Acquiror, on the other hand, make no representations or warranties with respect to any information that has been supplied in writing by the other, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement/Prospectus, or in any other documents to be filed with the SEC or any other regulatory agency expressly for use in connection with the transactions contemplated hereby.

Federal Securities Laws. As promptly as practicable following ----------------------- the date hereof, Acquiror the Purchaser and the Purchaser Subsidiary shall, in cooperation with the CompanyTarget, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") and a registration statement on Form S-4 -------------------------------- with respect to the issuance of Acquiror Purchaser Shares in connection with the Merger (such registration statement, and any amendments or supplements thereto, the "REGISTRATION STATEMENTRegistration Statement"), and file with state securities administrators such ---------------------- registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Acquiror Purchaser Shares in such states as are designated by the Company Target (the "BLUE SKY FILINGSBlue Sky Filings"). The Joint Proxy ---------------- Statement/Prospectus will be included in the Registration Statement as Acquirorthe Purchaser's prospectus. The Registration Statement and the Joint Proxy Statement/Statement/ Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Acquiror Each of the Purchaser and the Purchaser Subsidiary shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Acquiror agrees The Purchaser and the Purchaser Subsidiary agree that none of the information supplied or to be supplied by Acquiror the Purchaser or the Purchaser Subsidiary for inclusion or incorporation by reference in the Registration Statement and/or the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Target Special Meeting or the Acquiror Purchaser Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. The Company Target agrees that none of the information supplied or to be supplied by the Company Target for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Target Special Meeting or the Acquiror Purchaser Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Acquiror the Purchaser and the Acquiror Purchaser Special Meeting will be deemed to have been supplied by Acquiror, the Purchaser and information concerning or related to the Company Target and the Company Target Special Meeting shall be deemed to have been supplied by the CompanyTarget. Acquiror The Purchaser will provide the Company Target with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such with the SEC, will provide the Company Target with a copy of all such filings concurrent with their filing made with the SEC and will notify the Company Target as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and upon request of the Target, will supply the Company Target and its legal counsel with copies of all correspondence between Acquiror the Purchaser or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company Target for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the CompanyTarget, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any event relating to the Company Target or Acquiror the Purchaser or any of their respective Affiliates, officers or directors is discovered by the Company Target or Acquirorthe Purchaser, as the case may be, that is required by the Securities Act Act, the Exchange Act, or the Securities Exchange Act rules or regulations thereunder, to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Target or Acquirorthe Purchaser, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company Target and Acquirorthe Purchaser, to the extent required by applicable securities laws. All documents which the Company or Acquiror Target of the Purchaser files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the CompanyTarget, on the one hand, and Acquirorthe Purchaser and the Purchaser Subsidiary, on the other hand, make no representations or warranties with respect to any information that has been supplied in writing by the other, or the other's auditors, attorneys or attorneys, financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement/Prospectus, or in any other documents to be filed with the SEC or any other regulatory agency expressly for use in connection with the transactions contemplated hereby.

Federal Securities Laws. As promptly as practicable following the date hereof, Acquiror shallIBS and Info shall cooperate in preparing, in cooperation with the Company, prepare and file each shall cause to be filed with the SEC mutually acceptable preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/STATEMENT/ PROSPECTUS") ), and Holdco shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Acquiror Holdco Shares in connection with the IBS Merger and the Info Merger (such registration statement, and any amendments or supplements thereto, the "REGISTRATION STATEMENT"), and file with state securities administrators such registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Acquiror Holdco Shares in such states as are designated by the Company Info and IBS (the "BLUE SKY FILINGS"). The Joint Proxy Statement/Prospectus will be included in the Registration Statement as AcquirorHoldco's prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Acquiror Holdco shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the IBS Merger and the Info Merger. Acquiror Each of IBS , Info and First Avenue agrees that none of the information supplied or to be supplied by Acquiror such Party for inclusion or incorporation by reference in the Registration Statement and/or the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Info Special Meeting or the Acquiror Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Special Meeting or the Acquiror IBS Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Acquiror IBS and the Acquiror IBS Special Meeting will be deemed to have been supplied by Acquiror, and IBS; information concerning or related to the Company Info and the Company Info Special Meeting shall be deemed to have been supplied by the CompanyInfo; and information concerning or related to First Avenue and First Avenue Stockholders shall be deemed by have been supplied by First Avenue. Acquiror IBS, Info and First Avenue will cooperate and provide the Company each other with a reasonable opportunity to review and comment on the Joint Proxy Statement/Statement/ Prospectus and any amendment or supplement thereto prior to filing such with the SEC, will provide the Company each other with a copy of all such filings concurrent with their filing with the SEC and will notify the Company each other as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company each other and its their respective legal counsel with copies of all correspondence between Acquiror Holdco, IBS or Info or any of its their respective representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the CompanyIBS and Info, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any event relating to the Company or Acquiror any Party or any of their respective Affiliates, officers or directors is discovered by the Company or Acquiror, as the case may be, such Party that is required by the Securities Act or the Securities Exchange Act to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Acquiror, as the case may be, such Party will as promptly as practicable inform the otherothers, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company Info and AcquirorIBS, to the extent required by applicable securities laws. All documents which the Company or Acquiror any Party files or is responsible for filing with the SEC and any other regulatory agency in connection with any of the Merger Mergers (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Companynone of Info, on the one hand, and Acquiror, on the other hand, make no IBS or First Avenue makes any representations or warranties with respect to any information that has been supplied in writing by either of the otherothers, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement/Prospectus, or in any other documents to be filed with the SEC or any other regulatory agency expressly for use in connection with the transactions contemplated hereby.

Federal Securities Laws. As promptly as practicable following the date hereof, Acquiror shallIBS and Info shall cooperate in preparing, in cooperation with the Company, prepare and file each shall cause to be filed with the SEC mutually acceptable preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") ), and Holdco shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Acquiror Holdco Shares in connection with the IBS Merger and the Info Merger (such registration statement, and any amendments or supplements thereto, the "REGISTRATION STATEMENT"), and file with state securities administrators such registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Acquiror Holdco Shares in such states as are designated by the Company Info and IBS (the "BLUE SKY FILINGS"). The Joint Proxy Statement/Prospectus will be included in the Registration Statement as AcquirorHoldco's prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Acquiror Holdco shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the IBS Merger and the Info Merger. Acquiror Each of IBS , Info and First Avenue agrees that none of the information supplied or to be supplied by Acquiror such Party for inclusion or incorporation by reference in the Registration Statement and/or the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Info Special Meeting or the Acquiror Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Special Meeting or the Acquiror IBS Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Acquiror IBS and the Acquiror IBS Special Meeting will be deemed to have been supplied by Acquiror, and IBS; information concerning or related to the Company Info and the Company Info Special Meeting shall be deemed to have been supplied by the CompanyInfo; and information concerning or related to First Avenue and First Avenue Stockholders shall be deemed by have been supplied by First Avenue. Acquiror IBS, Info and First Avenue will cooperate and provide the Company each other with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such with the SEC, will provide the Company each other with a copy of all such filings concurrent with their filing with the SEC and will notify the Company each other as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company each other and its their respective legal counsel with copies of all correspondence between Acquiror Holdco, IBS or Info or any of its their respective representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the CompanyIBS and Info, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any event relating to the Company or Acquiror any Party or any of their respective Affiliates, officers or directors is discovered by the Company or Acquiror, as the case may be, such Party that is required by the Securities Act or the Securities Exchange Act to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Acquiror, as the case may be, such Party will as promptly as practicable inform the otherothers, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company Info and AcquirorIBS, to the extent required by applicable securities laws. All documents which the Company or Acquiror any Party files or is responsible for filing with the SEC and any other regulatory agency in connection with any of the Merger Mergers (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Companynone of Info, on the one hand, and Acquiror, on the other hand, make no IBS or First Avenue makes any representations or warranties with respect to any information that has been supplied in writing by either of the otherothers, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement/Prospectus, or in any other documents to be filed with the SEC or any other regulatory agency expressly for use in connection with the transactions contemplated hereby.

Federal Securities Laws. As promptly as practicable ----------------------- following the date hereof, Acquiror the Purchaser and the Purchaser Subsidiary shall, in cooperation with the CompanyTarget, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENTJoint Proxy Statement/PROSPECTUSProspectus") and a registration statement on Form S-4 -------------------------------- with respect to the issuance of Acquiror Purchaser Shares in connection with the Merger (such registration statement, and any amendments or supplements thereto, the "REGISTRATION STATEMENTRegistration Statement"), and file with state securities administrators such ---------------------- registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Acquiror Purchaser Shares in such states as are designated by the Company Target (the "BLUE SKY FILINGSBlue Sky Filings"). The Joint Proxy ---------------- Statement/Prospectus will be included in the Registration Statement as Acquirorthe Purchaser's prospectus. The Registration Statement and the Joint Proxy Statement/Statement/ Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Acquiror Each of the Purchaser and the Purchaser Subsidiary shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Acquiror agrees The Purchaser and the Purchaser Subsidiary agree that none of the information supplied or to be supplied by Acquiror the Purchaser or the Purchaser Subsidiary for inclusion or incorporation by reference in the Registration Statement and/or the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Target Special Meeting or the Acquiror Purchaser Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. The Company Target agrees that none of the information supplied or to be supplied by the Company Target for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Target Special Meeting or the Acquiror Purchaser Special Meeting, will contain an untrue statement of a material fact or omit to state a 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. For purposes of the foregoing, it is understood and agreed that information concerning or related to Acquiror the Purchaser and the Acquiror Purchaser Special Meeting will be deemed to have been supplied by Acquiror, the Purchaser and information concerning or related to the Company Target and the Company Target Special Meeting shall be deemed to have been supplied by the CompanyTarget. Acquiror The Purchaser will provide the Company Target with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such with the SEC, will provide the Company Target with a copy of all such filings concurrent with their filing made with the SEC and will notify the Company Target as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and upon request of the Target, will supply the Company Target and its legal counsel with copies of all correspondence between Acquiror the Purchaser or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company Target for inclusion in the Joint Proxy Statement/Prospectus shall be made without the approval of the CompanyTarget, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any event relating to the Company Target or Acquiror the Purchaser or any of their respective Affiliates, officers or directors is discovered by the Company Target or Acquirorthe Purchaser, as the case may be, that is required by the Securities Act Act, the Exchange Act, or the Securities Exchange Act rules or regulations thereunder, to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Target or Acquirorthe Purchaser, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company Target and Acquirorthe Purchaser, to the extent required by applicable securities laws. All documents which the Company or Acquiror Target of the Purchaser files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the CompanyTarget, on the one hand, and Acquirorthe Purchaser and the Purchaser Subsidiary, on the other hand, make no representations or warranties with respect to any information that has been supplied in writing by the other, or the other's auditors, attorneys or attorneys, financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement/Prospectus, or in any other documents to be filed with the SEC or any other regulatory agency expressly for use in connection with the transactions contemplated hereby.