Common use of Form S-4; Proxy Statement/Prospectus Clause in Contracts

Form S-4; Proxy Statement/Prospectus. (a) As promptly as practicable after the execution of this Agreement, (i) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the shares of Parent Common Stock issuable in the Merger and (ii) Parent and the Company shall cooperate in preparing and cause to be filed with the SEC the Proxy Statement/Prospectus. Each of Parent and the Company shall use reasonable best efforts to (A) have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing and (B) to keep the Form S-4 effective as long as is necessary to consummate the Merger and other transactions contemplated hereby. Each of Parent and the Company shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement/Prospectus. 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 Proxy Statement/Prospectus, 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 Proxy Statement/Prospectus or the Form S-4 received from the SEC and advise the other party on any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus. 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. Prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such documents or response in advance (including the proposed final version of such document or response). If required by Applicable Law, the Company shall disseminate to its stockholders, as promptly as reasonably practicable, any amendment of or supplement to the Proxy Statement/Prospectus required as a result of such comments. (b) If, at any time prior to the receipt of the Company Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such 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 which discovers such information shall promptly notify the other parties, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement/Prospectus or the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company. (c) The Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to mail the Proxy Statement/Prospectus to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective by the SEC and to convene the Company Stockholder Meeting as promptly as reasonably practicable after the date of mailing of the Proxy Statement/Prospectus (including setting an appropriate record date for the Company Stockholder Meeting). Unless and until an Adverse Recommendation Change has occurred in accordance with Section 6.03, the Company shall, through the Company Board of Directors, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement/Prospectus and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, and shall not submit any other proposal to such holders in connection with the Company Stockholder Meeting without the prior written consent of Parent.

Form S-4; Proxy Statement/Prospectus. (a) As promptly as practicable after the execution of this Agreement, (i) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the shares of Parent Common Stock issuable in the Merger and (ii) Parent and the Company shall cooperate in jointly preparing and cause causing to be filed with the SEC the Proxy Statement/ProspectusProspectus in preliminary form and (ii) Parent shall prepare and file with the SEC the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as a prospectus. Each of Parent and the Company shall use reasonable best efforts to (Ai) cause the Proxy Statement/Prospectus and Form S-4 to comply with applicable rules and regulations promulgated by the SEC and (ii) have the Proxy Statement/Prospectus cleared by the SEC as promptly as practicable after its filing. Parent shall use reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing and (B) to keep the Form S-4 effective as long as is necessary to consummate the Merger and other transactions contemplated herebyMerger. The Company shall mail or deliver the Proxy Statement/Prospectus to its stockholders as promptly as practicable after the Form S-4 is declared effective. Each of Parent and the Company shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement/Prospectus. . (b) Each of Parent and 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 Proxy Statement/Prospectus, and shall, as promptly as practicable after receipt thereof, provide the other party and their respective counsel with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all any written comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC correspondence and advise the other party on of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SECSEC or its staff. Each of party shall cooperate and provide the Company other party and Parent shall use its their respective counsel with a reasonable best efforts opportunity to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus. Parent shall use its reasonable best efforts to respond as promptly as practicable to any review and comment from the SEC with respect to the Form S-4. Prior to filing on (i) the Form S-4 (or any amendment or supplement thereto) or mailing and the Proxy Statement/Prospectus prior to the filing or mailing thereof, as applicable, (or any amendment or supplement theretoii) or responding responses to any comments of the SEC with respect theretothereto and (iii) any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC or its staff, each and shall consider in good faith any comments of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such documents party thereto or response in advance (including the proposed final version of such document or response)its counsel. If required by Applicable Law, the Company shall disseminate to its stockholders, as promptly as reasonably practicable, any such required amendment of or supplement to the Proxy Statement/Prospectus required as a result of such commentsProspectus. (bc) If, at At any time prior to the receipt Effective Time, each of the Company Stockholder ApprovalCompany, Parent and Merger Subsidiary agrees to promptly notify the other party and their respective counsel upon identifying the need to, and reasonably cooperate with and use reasonable best efforts to, correct (by amendment or supplement to the Form S-4 or Proxy Statement/Prospectus, as applicable, in a form mutually acceptable to Parent and Company) any information relating related to Parent or the Company or Parent, or any of their respective Affiliates, should be discovered by directors or officers if and to the Company extent that it shall have come (or Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such documents would not include shall have become known) to contain any misstatement or omission of a material fact or omit to state any material fact necessary to make the statements therein, therein in light of the circumstances under in which they were are made, not misleading. The Company shall cause the Proxy Statement/Prospectus as so corrected to be disseminated to its stockholders to the extent required by Applicable Law. (d) Parent shall advise the Company, promptly after receipt of notice thereof, of the party which discovers such information shall promptly notify time of effectiveness of the other partiesForm S-4, and the issuance of any stop order relating thereto or the suspension of the qualification of shares of Parent Stock for offering or sale in any jurisdiction, and each of the Company and Parent shall cooperate use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (e) The Company shall use its reasonable best efforts to take any other action required to be taken by it under the 1933 Act, the 1934 Act, the DGCL and the rules of the NYSE in the prompt filing connection with the SEC filing and distribution of any necessary amendment ofthe Proxy Statement/Prospectus, or supplement toand the solicitation of proxies from the stockholders of the Company thereunder. Subject to Section 6.03, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (f) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters, in each case as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective Subsidiaries, as applicable, to the SEC or the NYSE in connection with the Merger and the other transactions contemplated by this Agreement, including the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company. (c) The Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to mail the Proxy Statement/Prospectus to Prospectus; provided, however, that neither party shall use any such information for any purposes other than those contemplated by this Agreement unless such party obtains the Company’s stockholders as promptly as reasonably practicable after prior written consent of the Form S-4 is declared effective by the SEC and to convene other. In addition, each of the Company Stockholder Meeting as promptly as reasonably practicable after the date of mailing of the Proxy Statement/Prospectus (including setting an appropriate record date for the Company Stockholder Meeting). Unless and until an Adverse Recommendation Change has occurred in accordance with Section 6.03, the Company shall, through the Company Board of Directors, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement/Prospectus and solicit and Parent shall use its reasonable best efforts to obtain provide information concerning it necessary to enable the Company Stockholder Approval, and shall not submit any other proposal Parent to such holders prepare required pro forma financial statements and related footnotes in connection with the preparation of the Form S-4 and/or the Proxy Statement/Prospectus. (g) The Company Stockholder Meeting without agrees that the prior written consent Proxy Statement/Prospectus, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of Parentthe 1934 Act. Parent agrees that the Form S-4, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1933 Act.

Form S-4; Proxy Statement/Prospectus. 7.1.1. For the purposes (ax) As promptly as practicable after of registering the execution of this Agreement, (i) Parent shall prepare and cause Penseco Common Stock to be filed offered to holders of Old Forge Common Stock in connection with the SEC, the Form S-4 with respect to the shares of Parent Common Stock issuable in the Merger and (ii) Parent and the Company shall cooperate in preparing and cause to be filed with the SEC under the Proxy Statement/Prospectus. Each Securities Act and (y) of Parent holding the Old Forge Shareholder Meeting, Penseco and Old Forge shall jointly draft and prepare the Form S-4, including a proxy statement of Old Forge and prospectus of Penseco satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Company Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the Old Forge shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "PROXY STATEMENT-PROSPECTUS"). The parties shall use their reasonable best efforts to (A) file the Form S-4, including the Proxy Statement-Prospectus, with the SEC within 60 days after the date hereof. Each of Penseco and Old Forge shall use their reasonable best efforts to have the Form S-4 declared effective under the 1933 Securities Act as promptly as practicable after such filing filing, and (B) to keep the Form S-4 effective as long as is necessary to consummate the Merger and other transactions contemplated hereby. Each of Parent and the Company Old Forge shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and thereafter promptly mail the Proxy Statement/Prospectus-Prospectus to its shareholders. Each of the Company and Parent Penseco 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 Proxy Statement/Prospectus, 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 Proxy Statement/Prospectus or the Form S-4 received from the SEC and advise the other party on any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each of the Company and Parent shall also use its reasonable best efforts to respond obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Old Forge shall furnish all information concerning Old Forge and the holders of Old Forge Common Stock as may be reasonably requested in connection with any such action. 7.1.2. Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and each party shall notify the other promptly as practicable to of the receipt of any comments from of the SEC with respect to the Proxy Statement/Prospectus. Parent shall use its reasonable best efforts to respond as promptly as practicable to -Prospectus and of any comment from requests by the SEC with respect for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of the Form S-4, including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise the Form S-4. Prior Each of Penseco and Old Forge agrees to filing use all reasonable best efforts, after consultation with the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding other party hereto, to any respond promptly to all such comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such documents or response in advance (including the proposed final version of such document or response). If required by Applicable Law, the Company shall disseminate to its stockholders, as promptly as reasonably practicable, any amendment of or supplement to the Proxy Statement/Prospectus required as a result of such comments. (b) If, at any time prior to the receipt of the Company Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement/Prospectus, so that any of such 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 which discovers such information shall promptly notify the other parties, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement/Prospectus or the Form S-4 and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company. (c) The Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to mail the Proxy Statement/Prospectus to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective requests by the SEC and to convene the Company Stockholder Meeting as promptly as reasonably practicable after the date of mailing of cause the Proxy Statement/Prospectus (including setting an appropriate record date for the Company Stockholder Meeting). Unless and until an Adverse Recommendation Change has occurred in accordance with Section 6.03, the Company shall, through the Company Board of Directors, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement/-Prospectus and solicit all required amendments and use its reasonable best efforts supplements thereto to obtain be mailed to the Company Stockholder Approval, and shall not submit any other proposal holders of Old Forge Common Stock entitled to such holders in connection with vote at the Company Stockholder Old Forge Shareholder Meeting without hereof at the prior written consent of Parentearliest practicable time.

Form S-4; Proxy Statement/Prospectus. (a) As promptly as practicable after the execution of this Agreement, (i) Parent shall prepare and cause to be filed with the SEC, the Form S-4 with respect to the shares of Parent Common Stock issuable in the Merger and (ii) Parent and the Company Each Party shall cooperate in preparing and cause to be filed with the SEC Commission the Proxy Statement/Prospectus, and shall cooperate in preparing and Buyer shall cause to be filed with the Commission the Form S-4. The Proxy Statement/Prospectus will be included in the S-4 as a prospectus and will constitute a part of the Form S-4. Each of Parent and the Company Party shall use its reasonable best efforts to (A) respond to any comments of the Commission, to have the Form S-4 declared effective under the 1933 Securities Act as promptly as practicable after such filing and (B) to keep the Form S-4 effective as long as is necessary to consummate the Merger and other transactions contemplated hereby. Each of Parent and the Company shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and cause the Proxy Statement/ProspectusProspectus in definitive form to be mailed to Buyer’s Stockholders. Each The Buyer will notify each other Party promptly of the Company and Parent shall promptly notify the other upon the receipt of any comments comments, whether oral or written, from the SEC Commission or its staff and of any request by the Commission or its staff or any request from the SEC other government officials for amendments or supplements to the Form S-4 or the Proxy Statement/ProspectusProspectus or for additional information, and shall, as promptly as practicable after receipt thereof, provide the will supply each other Party with copies of all correspondence between it and or any of its Representativesrepresentatives, on the one hand, and the SECCommission, or its staff or any other government officials, on the other hand, and all written comments with respect to the Form S-4, the Proxy Statement/Prospectus or the Mergers. No amendment or supplement to the Form S-4 received from the SEC and advise the other party on any oral comments with respect to the or Proxy Statement/Prospectus or will be made by the Form S-4 received from Buyer without providing each other Party the SEC. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus. 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. Prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such documents or response in advance (including thereon. Buyer shall advise each other Party, promptly after it receives notice thereof, of the proposed final version of such document or response). If required by Applicable Lawtime when the Form S-4 has been declared effective, the Company shall disseminate to its stockholdersissuance of any stop order, as promptly as reasonably practicable, or the suspension of the qualification of Buyer Common Stock issuable in connection with the Mergers for offering or sale in any amendment of or supplement to the Proxy Statement/Prospectus required as a result of such comments. (b) jurisdiction. If, at any time prior to the receipt of the Company Stockholder ApprovalMerger 1 Effective Time, any information relating to the Company or Parentany Party, or any of their respective Affiliatesaffiliates, officers or directors should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, any Party which should be set forth in an amendment of, or a supplement to, any of to the Form S-4 or the Proxy Statement/Prospectus, Prospectus so that any of such 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, or an event occurs which is required to be set forth in an amendment or supplement to the party which Form S-4 or the Proxy Statement/Prospectus, the Party that discovers such information shall promptly notify the other parties, Party and the Company and Parent an amendment or supplement describing such information shall cooperate in the prompt filing be promptly filed with the SEC of any necessary amendment of, or supplement to, the Proxy Statement/Prospectus or the Form S-4 Commission and, to the extent required by Lawlaw, in disseminating the information contained in such amendment or supplement disseminated to stockholders of the CompanyBuyer’s stockholders. (c) The Company shall take, in accordance with applicable Law and the Company Organizational Documents, all action necessary to mail the Proxy Statement/Prospectus to the Company’s stockholders as promptly as reasonably practicable after the Form S-4 is declared effective by the SEC and to convene the Company Stockholder Meeting as promptly as reasonably practicable after the date of mailing of the Proxy Statement/Prospectus (including setting an appropriate record date for the Company Stockholder Meeting). Unless and until an Adverse Recommendation Change has occurred in accordance with Section 6.03, the Company shall, through the Company Board of Directors, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement/Prospectus and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, and shall not submit any other proposal to such holders in connection with the Company Stockholder Meeting without the prior written consent of Parent.