Common use of Form S-4 and Joint Proxy Statement Clause in Contracts

Form S-4 and Joint Proxy Statement. As promptly as practicable after the execution of this Agreement, and in any event, within twenty-five (25) Business Days after the date of this Agreement, (i) Ouster and Velodyne shall jointly prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent to the stockholders of Ouster and the stockholders of Velodyne, as applicable, relating to the Ouster Stockholders Meeting and the Velodyne Stockholders Meeting, and (ii) Ouster and Velodyne shall jointly prepare and Ouster shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Ouster Common Stock to be issued in the First Merger. Each of Ouster and Velodyne shall use its reasonable best efforts to have the Form S-4 declared effective as promptly as practicable after such filing (including by responding to comments of the SEC) and prior to the effective date of the Form S-4, each of Ouster and Velodyne shall take all action reasonably required to be taken under any applicable securities Laws in connection with the issuance of Ouster Common Stock. Each of Ouster and Velodyne shall furnish all information and provide such other assistance as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of Ouster and Velodyne shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Xxxxxx, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Ouster or Velodyne, in each case, without providing the other party and its respective counsel with a reasonable opportunity to review and comment thereon and each party giving due consideration to the reasonable additions, deletions or changes suggested by the other party and its respective counsel. If at any time prior to the Effective Time, any information relating to Ouster or Velodyne or any of their respective affiliates, directors or officers should be discovered by Ouster or Velodyne which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Ouster and the stockholders of Velodyne. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of Ouster Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and its legal counsel with copies of any written comments and shall inform the other party of any oral comments or requests that such party or its legal counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt of such comments, and any written or oral responses thereto. Each party and its respective legal counsel shall be given a reasonable opportunity to review any such written responses and each party shall give due consideration to the additions, deletions or changes suggested thereto by the other party and its respective legal counsel.

Form S-4 and Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event, within twenty-five (25) Business Days after following the date of this Agreement, (i) Ouster the Company and Velodyne Parent shall jointly prepare and, to the extent required under applicable SEC rules, cause to be filed with the SEC the Joint Proxy Statement, and (ii) Parent shall prepare and cause to be filed with the SECSEC the Form S-4 with respect to the Parent Common Stock issuable in the Merger, which will include the Joint Proxy Statement to be sent with respect to the stockholders of Ouster and the stockholders of Velodyne, as applicable, relating to the Ouster Stockholders Company Stockholder Meeting and the Velodyne Stockholders Parent Stockholder Meeting, and (ii) Ouster and Velodyne shall jointly prepare and Ouster shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Ouster Common Stock to be issued in the First Merger. Each of Ouster the Company and Velodyne Parent shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, (including by responding to comments B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the SECExchange Act and the Securities Act, and (C) and prior to the effective date of keep the Form S-4, each of Ouster and Velodyne shall take all action reasonably required S-4 effective for so long as necessary to be taken under any applicable securities Laws in connection with complete the issuance of Ouster Common StockMerger. Each of Ouster the Company and Velodyne Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 shall have become effective, each received from the SEC and advise the other Party of Ouster any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC. Each of the Company and Velodyne Parent shall use its reasonable best efforts to cause respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, each of the Form S-4 will be made by Xxxxxx, Company and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Ouster or Velodyne, in each case, without providing Parent shall cooperate and provide the other party and its respective counsel with a reasonable opportunity to review and comment thereon on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and each party giving due consideration Parent and the Company shall use their respective reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also use reasonable best efforts to take any other action required to be taken under the reasonable additionsSecurities Act, deletions the Exchange Act, any applicable foreign or changes suggested by state securities or “blue sky” Laws and the other party rules and its respective counsel. If regulations thereunder in connection with the issuance of the Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Timereceipt of the Company Stockholder Approval or the Parent Stockholder Approval, any information relating to Ouster the Company or Velodyne Parent, or any of their respective affiliates, directors or officers should be discovered by Ouster the Company or Velodyne which Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to either to, any of the Form S-4 or the Joint Proxy Statement, so that either any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties, and an appropriate amendment or supplement describing such information the Company and Parent shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of the Company and the stockholders of Parent. Nothing in this Section 5.4(b) shall limit the obligations of any Party under Section 5.4(a). For purposes of this Section 5.4, any information concerning or related to the Company, its affiliates or the Company Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its affiliates or the Parent Stockholder Meeting will be deemed to have been provided by Parent. (c) As promptly as practicable following the effective date of the Form S-4, the Company shall, in accordance with applicable Law and the Company Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Company Stockholder Meeting. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of Ouster the Company entitled to vote at the Company Stockholder Meeting and to hold the stockholders of Velodyne. Each party shall notify the other party promptly of the time when Company Stockholder Meeting as soon as practicable after the Form S-4 has become effectiveis declared effective under the Securities Act. The Company shall, and through the Company Board of Directors, recommend to its stockholders that they give the issuance of any stop order or suspension of the qualification of the shares of Ouster Common Stock issuable Company Stockholder Approval, include such recommendation in connection with the First Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and its legal counsel with copies of any written comments and shall inform the other party of any oral comments or requests that such party or its legal counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, except to the extent that the Company Board of such commentsDirectors shall have made an Adverse Recommendation Change as permitted by Section 5.3; provided, however, the Company’s obligation to duly call, give notice of, convene and hold the Company Stockholder Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 5.4(c), if, on a date for which the Company Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, Parent may require the Company, and the Company shall have the right, to adjourn or postpone the Company Stockholder Meeting (provided, that the Company Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (excluding any written adjournments or oral responses theretopostponements required by applicable Law)); provided, however, the Company Stockholder Meeting may not be postponed or adjourned on the date the Company Stockholder Meeting is scheduled if the Company shall have received proxies in respect of an aggregate number of shares of Company Common Stock, which have not been withdrawn, such that the Company Stockholder Approval will be obtained at such meeting. (d) As promptly as practicable following the effective date of the Form S-4, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting. Each party Parent shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of Parent entitled to vote at the Parent Stockholder Meeting and to hold the Parent Stockholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall, through the Parent Board of Directors, recommend to its respective legal counsel stockholders that they give the Parent Stockholder Approval, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Stockholder Approval, except to the extent that the Parent Board of Directors shall have made an Adverse Recommendation Change as permitted by Section 5.3; provided, however, Parent’s obligation to duly call, give notice of, convene and hold the Parent Stockholder Meeting shall be given unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 5.4(d), if, on a date for which the Parent Stockholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, whether or not a quorum is present, the Company may require Parent, and Parent shall have the right, to adjourn or postpone the Parent Stockholder Meeting (provided, that the Parent Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, however, the Parent Stockholder Meeting may not be postponed or adjourned on the date the Parent Stockholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of shares of Parent Common Stock, which have not been withdrawn, such that Parent Stockholder Approval will be obtained at such meeting. (e) The Company and Parent will use their respective reasonable opportunity best efforts to review any such written responses hold the Company Stockholder Meeting and each party shall give due consideration to the additions, deletions or changes suggested thereto by Parent Stockholder Meeting on the other party same date and its respective legal counselas soon as reasonably practicable after the date of this Agreement.

Form S-4 and Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event, within twenty-five (25) Business Days after following the date of this Agreement, (i) Ouster the Company and Velodyne Parent shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement in preliminary form, and (ii) Parent shall prepare and cause to be filed with the SEC, the Joint Proxy Statement to be sent Form S-4 with respect to the stockholders of Ouster and Parent Common Stock issuable in the stockholders of VelodyneMergers, as applicable, relating to the Ouster Stockholders Meeting and the Velodyne Stockholders Meeting, and (ii) Ouster and Velodyne shall jointly prepare and Ouster shall file with the SEC the Form S-4, in which will include the Joint Proxy Statement will be included as a prospectus, in connection with respect to the registration under the Securities Act of the shares of Ouster Common Stock to be issued in the First MergerCompany Stockholder Meeting and Parent Stockholder Meeting. Each of Ouster the Company and Velodyne Parent shall use its reasonable best efforts to (x) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, (including by responding to comments y) ensure that the Form S-4 complies in all material respects with the applicable provisions of the SECExchange Act or Securities Act, and (z) and prior to the effective date of keep the Form S-4, each of Ouster and Velodyne shall take all action reasonably required S-4 effective for so long as necessary to be taken under any applicable securities Laws in connection with complete the issuance of Ouster Common StockMergers. Each of Ouster the Company and Velodyne Parent shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 shall have become effective, each received from the SEC and advise the other party of Ouster any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC. Each of the Company and Velodyne Parent shall use its reasonable best efforts to cause respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, each of the Form S-4 will be made by Xxxxxx, Company and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Ouster or Velodyne, in each case, without providing Parent shall cooperate and provide the other party and its respective counsel with a reasonable opportunity to review and comment thereon on such document or response (including the proposed final version of such document or response). Parent shall advise the Company, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, and each party giving due consideration Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also use reasonable best efforts to take any other action required to be taken under the reasonable additionsSecurities Act, deletions the Exchange Act, any applicable foreign or changes suggested by state securities or “blue sky” Laws and the other party rules and its respective counsel. If regulations thereunder in connection with the issuance of the Parent Common Stock in the Mergers, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Timereceipt of the Company Stockholder Approval or the Parent Stockholder Approval, any information relating to Ouster the Company or Velodyne Parent, or any of their respective affiliates, directors or officers should be discovered by Ouster the Company or Velodyne which Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to either to, any of the Form S-4 or the Joint Proxy Statement, so that either any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that Party which discovers such information shall promptly notify the other party Parties, and an appropriate amendment or supplement describing such information the Company and Parent shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to stockholders of the Company and the stockholders of Parent. Nothing in this Section 5.4(b) shall limit the obligations of any Party under Section 5.4(a). For purposes of this Section 5.4, any information concerning or related to the Company, its affiliates or the Company Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its affiliates or the Parent Stockholder Meeting will be deemed to have been provided by Parent. (c) As promptly as practicable following the date of this Agreement, the Company shall, in accordance with applicable Law and the Company Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Company Stockholder Meeting. The Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of Ouster the Company entitled to vote at the Company Stockholder Meeting and to hold the stockholders of Velodyne. Each party shall notify the other party promptly of the time when Company Stockholder Meeting as soon as practicable after the Form S-4 has become effectiveis declared effective under the Securities Act. The Company shall, and through the Company Board of Directors, recommend to its stockholders that they give the issuance of any stop order or suspension of the qualification of the shares of Ouster Common Stock issuable Company Stockholder Approval, include such recommendation in connection with the First Merger for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and its legal counsel with copies of any written comments and shall inform the other party of any oral comments or requests that such party or its legal counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Joint Proxy Statement promptly after receipt and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, except to the extent that the Company Board of such commentsDirectors shall have made a Company Adverse Recommendation Change as permitted by Section 5.3(e). Notwithstanding the foregoing provisions of this Section 5.4(c), if, on a date for which the Company Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, Parent may require the Company, and the Company shall have the right, to adjourn or postpone the Company Stockholder Meeting up to two (2) times (provided, that the Company Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (excluding any written adjournments or oral responses theretopostponements required by applicable Law)); provided, however, the Company Stockholder Meeting may not be postponed or adjourned on the date the Company Stockholder Meeting is scheduled if the Company shall have received proxies in respect of an aggregate number of shares of Company Common Stock, which have not been withdrawn, such that the Company Stockholder Approval will be obtained at such meeting. (d) As promptly as practicable following the date of this Agreement, Parent shall, in accordance with applicable Law and the Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Stockholder Meeting. Each party Parent shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the stockholders of Parent entitled to vote at the Parent Stockholder Meeting and to hold the Parent Stockholder Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall, through the Parent Board of Directors, recommend to its respective legal counsel stockholders that they give the Parent Stockholder Approval, include such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding the foregoing provisions of this Section 5.4(d), if, on a date for which the Parent Stockholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, whether or not a quorum is present, the Company may require Parent, and Parent shall have the right, to adjourn or postpone the Parent Stockholder Meeting up to two (2) times (provided, that the Parent Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, however, the Parent Stockholder Meeting may not be postponed or adjourned on the date the Parent Stockholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of shares of Parent Common Stock, which have not been withdrawn, such that Parent Stockholder Approval will be obtained at such meeting. Nothing contained in this Agreement shall be given deemed to relieve Parent of its obligation to submit the issuance of the Parent Common Stock in the Mergers to its stockholders for a vote on the approval thereof. (e) The Company and Parent will use their respective reasonable opportunity best efforts to review any such written responses hold the Company Stockholder Meeting and each party shall give due consideration to the additions, deletions or changes suggested thereto by Parent Stockholder Meeting on the other party same date and its respective legal counselas soon as reasonably practicable after the date of this Agreement.

Form S-4 and Joint Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event, within twenty-five (25) Business Days after following the date of this Agreement, (i) Ouster ADGE and Velodyne Tecogen shall jointly prepare and, to the extent required under applicable SEC rules, cause to be filed with the SEC the Joint Proxy Statement, and (ii) Tecogen shall prepare and cause to be filed with the SECSEC the Form S-4 with respect to the Tecogen Common Stock issuable in the Merger, which will include the Joint Proxy Statement to be sent with respect to the stockholders of Ouster and the stockholders of Velodyne, as applicable, relating to the Ouster Stockholders ADGE Stockholder Meeting and the Velodyne Stockholders Tecogen Stockholder Meeting, and (ii) Ouster and Velodyne shall jointly prepare and Ouster shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Ouster Common Stock such filings to be issued made as mutually agreed by Tecogen and ADGE in the First Mergergood faith. Each of Ouster ADGE and Velodyne Tecogen shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, (including by responding to comments B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the SECExchange Act and the Securities Act, and (C) and prior to the effective date of keep the Form S-4, each of Ouster S-4 effective for so long as necessary to complete the Merger and Velodyne shall take all action reasonably required to be taken under any applicable securities Laws in connection with the issuance of Ouster Common StockTransactions. Each of Ouster ADGE and Velodyne Tecogen shall furnish all information concerning itself, its affiliates and the holders of its capital stock to the other and provide such other assistance as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As The Form S-4 and the Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of ADGE and Tecogen shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Joint Proxy Statement or the Form S-4 shall have become effective, each received from the SEC and advise the other party of Ouster any oral comments with respect to the Joint Proxy Statement or the Form S-4 received from the SEC. Each of ADGE and Velodyne Tecogen shall use its reasonable best efforts to cause respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and Tecogen shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S-4 will be made by Xxxxxx, each of ADGE and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Ouster or Velodyne, in each case, without providing Tecogen shall cooperate and provide the other party and its respective counsel with a reasonable opportunity to review and comment thereon on such document or response (including the proposed final version of such document or response) and each party giving due consideration to shall not so file, mail or respond, as applicable, without the reasonable additions, deletions or changes suggested by consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Tecogen shall advise ADGE, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Tecogen Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and Tecogen shall use its respective counselreasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. If Tecogen shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Tecogen Common Stock in the Merger (provided that Tecogen shall not be required to (i) qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified, (ii) file a general consent to service of process in any jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it is not so subject), and ADGE shall furnish all information concerning ADGE and the holders of ADGE Common Stock as may be reasonably requested in connection with any such actions. (b) If, at any time prior to the Effective Timereceipt of ADGE Stockholder Approval or the Tecogen Stockholder Approval, any information relating to Ouster ADGE or Velodyne Tecogen, or any of their respective affiliates, directors or officers should be discovered by Ouster ADGE or Velodyne which Tecogen which, in the reasonable judgment of ADGE or Tecogen, should be set forth in an amendment of, or a supplement to either to, any of the Form S-4 or the Joint Proxy Statement, so that either any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party parties, and an appropriate amendment or supplement describing such information ADGE and Tecogen shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the extent required by Law, disseminated in disseminating the information contained in such amendment or supplement to the stockholders of Ouster ADGE and the stockholders of VelodyneTecogen. Nothing in this Section 4.2(b) shall limit the obligations of any party under Section 4.2(a). For purposes of this Section 4.2, any information concerning or related to ADGE, its affiliates or the ADGE Stockholder Meeting will be deemed to have been provided by ADGE, and any information concerning or related to Tecogen, its affiliates or the Tecogen Stockholder Meeting will be deemed to have been provided by Tecogen. (c) As promptly as practicable, each of ADGE and Tecogen shall, in accordance with applicable Law and its Governing Documents, establish a record date for, duly call, give notice of, convene and hold its Stockholder Meeting. Each party of ADGE and Tecogen shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of Ouster Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction. In addition, each party agrees use its reasonable best efforts to provide the other party and its legal counsel with copies of any written comments and shall inform the other party of any oral comments or requests that such party or its legal counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or cause the Joint Proxy Statement promptly to be mailed to its stockholders entitled to vote at its Stockholder Meeting and to hold such Stockholder Meeting as soon as practicable after receipt of such comments, and any written or oral responses theretothe Form S-4 is declared effective under the Securities Act. Each party of ADGE and Tecogen shall, through its respective legal counsel shall be given a Board of Directors, recommend to its stockholders that they give ADGE Stockholder Approval or Tecogen Stockholder Approval, as the case may be, include such recommendation in the Joint Proxy Statement and solicit and use its reasonable opportunity best efforts to review any obtain such written responses and each party shall give due consideration Stockholder Approval, except to the additionsextent that the ADGE Board of Directors shall have made an Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 4.2(c), deletions if, on a date for which either Stockholder Meeting is scheduled, a party has not received proxies representing a sufficient number of shares of Common Stock to obtain ADGE Stockholder Approval or changes suggested thereto by Tecogen Stockholder Approval, as the case may be, whether or not a quorum is present, the other party may require it, and it shall have the right, to adjourn or postpone its respective legal counselStockholder Meeting (provided, that such Stockholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which it was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, however, the neither the ADGE Stockholder Meeting nor the Tecogen Stockholder Meeting may be postponed or adjourned on the date it is originally scheduled if ADGE or Tecogen, as the case may be, shall have received proxies in respect of an aggregate number of shares of Common Stock, which have not been withdrawn, such that the ADGE Stockholder Approval or the Tecogen Stockholder Approval, as the case may be, will be obtained at such meeting.