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

Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, the Company and GameStop shall prepare and file with the SEC the Joint Proxy Statement and Holdco shall prepare, together with GameStop, and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of GameStop, the Company and Holdco shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Act. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and GameStop shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStop’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the Company and GameStop shall furnish all information concerning themselves and their respective stockholders as may be reasonably requested in connection with any such action. The Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStop, in each case, without providing the other parties and their respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. Holdco will advise GameStop and the Company promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Holdco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company, GameStop or Holdco, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop or Holdco which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement to the stockholders of each of the Company and GameStop.

Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, the Company and GameStop Parent shall prepare and file with the SEC the Joint Proxy Statement and Holdco Parent shall prepare, together with GameStop, prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of GameStop, the Company and Holdco Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Actfiling. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and GameStop Parent shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStopParent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws Laws in connection with the issuance of Holdco Parent Common Stock in the Mergers Merger and the Company and GameStop shall furnish all information concerning themselves the Company and their respective stockholders the holders of the Company Common Stock as Parent may be reasonably requested request in connection with any such action. The Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoParent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStopParent, in each case, without providing the other parties party and their its respective counsel the reasonable opportunity to review and comment thereonthereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, staff on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the MergersMerger. Holdco Parent will advise GameStop and the Company Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Holdco Parent Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company, GameStop Company or HoldcoParent, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop Company or Holdco Parent which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement disseminated to the stockholders of each of the Company and GameStopParent.

Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, Parent shall prepare, together with the Company and GameStop shall prepare Company, and file with the SEC the Joint Proxy Statement and Holdco Parent shall prepare, together with GameStopthe Company, and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of GameStop, the Company and Holdco Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Act. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s 's stockholders, and GameStop Parent shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStop’s Parent's stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the registration and issuance of Holdco Parent Common Stock in the Mergers Merger and the Company and GameStop Parent shall furnish all information concerning themselves and their respective stockholders as may be reasonably requested in connection with any such action. The information provided and to be provided by Parent and the Company, respectively, (i) for use in connection with the Form S-4, at the time the Form S-4 becomes effective, shall be true and correct in all material respects and shall not omit to state a Company Adverse Recommendation Changematerial fact required to be stated therein or necessary in order to make such information, may amend or supplement in the light of the circumstances in which the statements therein were made, not misleading and (ii) for use in the Joint Proxy Statement, on the date the Joint Proxy Statement is mailed to the Company's stockholders and on the date of the Company's Stockholder Meeting (including by incorporation by reference) as defined below), shall be true and correct in all material respects and shall not omit to effect state any material fact required to be stated therein or necessary in order to make such a Company Adverse Recommendation Changeinformation, in the light of the circumstances in which the statements therein were made, not misleading. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoParent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStopParent, in each case, without providing the other parties and their respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the MergersMerger. Holdco Parent will advise GameStop and the Company promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Holdco Parent Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company, GameStop or HoldcoCompany Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop Company or Holdco Parent which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement to the stockholders of each of the Company and GameStopParent.

Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, the Company and GameStop Parent shall prepare and file with the SEC the Joint Proxy Statement and Holdco Parent shall prepare, together with GameStop, prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of GameStop, the Company and Holdco Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Actfiling. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, shareholders and GameStop Parent shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStopParent’s stockholdersshareholders, in each case case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable foreign and state securities laws in connection with the issuance of Holdco Parent Common Stock in the Mergers Merger and the Company and GameStop shall furnish all information concerning themselves the Company and their respective stockholders the holders of the Company Common Stock as may be reasonably requested in connection with any such action. The Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoParent, and no filing of, or amendment or supplement to to, the Joint Proxy Statement will be made by the Company or GameStopParent, in each case, without providing the other parties party and their its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. Holdco Parent will advise GameStop and the Company Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effectiveeffective or any supplement or amendment has been filed, the issuance of any stop order or order, the suspension of the qualification of the Holdco Parent Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company, GameStop Company or HoldcoParent, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop Company or Holdco Parent which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement disseminated to the stockholders of each shareholders of the Company and GameStopCompany.

Form S-4; Proxy Statement. As soon as practicable following the date of this Agreement, the Company and GameStop Parent shall prepare and file with the SEC the Joint Proxy Statement and Holdco Parent shall prepare, together with GameStop, prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of GameStop, the Company and Holdco Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Actfiling. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and GameStop shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStop’s stockholders, in each case stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Holdco Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Parent Common Stock in the Mergers Merger and the Company and GameStop shall furnish all information concerning themselves the Company and their respective stockholders the holders of the Company Common Stock as may be reasonably requested in connection with any such action. The Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, the Form S-4 will be made by HoldcoParent, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStopCompany, in each case, without providing the other parties party and their its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. Holdco Parent will advise GameStop and the Company Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effectiveeffective or any supplement or amendment has been filed, the issuance of any stop order or order, the suspension of the qualification of the Holdco Parent Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company, GameStop Company or HoldcoParent, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop Company or Holdco Parent which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information must be promptly filed with the SEC and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement disseminated to the stockholders of each of the Company and GameStopCompany.

Form S-4; Proxy Statement. (a) As soon promptly as reasonably practicable following the date of this Agreementhereof and no later than 100 days after the date hereof, the Company and GameStop shall prepare and file with the SEC the Joint Proxy Statement and Holdco Outdoor Products shall prepare, together with GameStop, and file with the SEC SEC, a registration statement on Form S-4 to register under the Securities Act the Outdoor Products Common Stock to be distributed as Merger Consideration (the “Form S-4”), in which Form S-4 shall also include a proxy statement to be sent to stockholders of Company relating to the Joint Company Stockholder Approval (the “Proxy Statement”); provided that (i) Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed, and (ii) Company and Outdoor Products will be included as a prospectusconsider in good faith comments made by Parent and its counsel with respect to disclosure in the Proxy Statement of information concerning Parent, Merger Sub, Guarantor, the Equity Financing Source, the Debt Financing Sources or any of their respective Affiliates or describing the Financing or the Transactions. Each of GameStop, the Company and Holdco Outdoor Products shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain remain effective through the effectiveness of Closing Date. The parties shall cooperate in preparing and filing with the SEC the Proxy Statement and the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Act. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and GameStop shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to GameStop’s stockholdersS-4, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Acttogether with any necessary amendments or supplements thereto. Holdco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the Company and GameStop shall Parent will furnish all information concerning themselves and Parent, Merger Sub, Guarantor, the Equity Financing Source, the Debt Financing Sources or any of their respective stockholders Affiliates as may be reasonably requested by Company and Outdoor Products in connection with any such action. The Companythe preparation, in connection with a Company Adverse Recommendation Change, may amend or supplement filing and distribution of the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, and the Form S-4 will be made by Holdco, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStopS-4, in each case, without providing the other parties case together with any necessary amendments or supplements thereto. Company and their respective counsel the reasonable opportunity to review and comment thereon. The parties Outdoor Products shall notify each other promptly advise Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or and the Form S-4 or for additional information and shall supply each other Parent with copies of all material correspondence between such party or any of its representatives, on the one hand, and with the SEC or its staff, on the other hand, staff with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. Holdco will advise GameStop and the Company promptly after it receives notice thereof, of the time when the Form S-4 has become effectiveS-4, the issuance of any stop order or the suspension of the qualification of the Holdco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company, GameStop or Holdco, Merger or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop or Holdco which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto Transactions, and the parties shall cooperate in the prompt filing with preparing and submitting to the SEC or its staff responses related thereto. Each of an appropriate amendment or supplement describing such information and, Company and Outdoor Products shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the extent required by Law, in the disseminating the information contained in such amendment or supplement to the stockholders of each of the Company and GameStopProxy Statement.

Form S-4; Proxy Statement. (a) As soon promptly as reasonably practicable following the date of this Agreement, (i) the Company shall prepare the Proxy Statement in preliminary form, and GameStop (ii) PECO shall prepare and file with the SEC the Joint Proxy Statement and Holdco shall prepare, together with GameStop, and file cause to be filed with the SEC the Form S-4S-4 with respect to the PECO Common Stock issuable in the Merger, in which will include the Joint Proxy Statement will be included as a prospectusin preliminary form with respect to the Company Stockholder Meeting. Each of GameStop, the Company and Holdco PECO shall use reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of filing, (B) ensure that the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act or Securities Act. The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders, and GameStop shall use all reasonable best efforts (C) keep the Form S-4 effective for so long as necessary to cause complete the Joint Proxy Statement to be mailed to GameStop’s stockholders, in each case as Merger. As promptly as reasonably practicable after the Form S-4 is declared effective under effective, the Securities ActCompany shall mail or deliver to its stockholders the Proxy Statement. Holdco Each of the Company and PECO shall furnish all information concerning itself, its Affiliates and the holders of its capital stock or units to the other(s) and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party or Parties to be included therein. PECO shall promptly notify the Company of the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4, and shall, as promptly as practicable after receipt thereof, provide the Company 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 Form S-4 received from the SEC and advise the other party of any oral comments with respect to the Form S-4 received from the SEC. PECO shall use 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), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and PECO, as applicable, (x) shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (y) shall include in such document or response all comments reasonably proposed by the other, and (z) each of the Company and PECO also shall have consented to the filing and mailing contemplated therein (which consent shall not be unreasonably withheld, conditioned or delayed). PECO 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 PECO Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and PECO shall use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. PECO shall also use reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities laws or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Holdco the PECO Common Stock in connection with the Mergers Merger, and the Company and GameStop shall furnish all information concerning themselves the Company and their respective stockholders the holders of the Company Common Stock as may be reasonably requested in connection with any such action. The Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) to effect such a Company Adverse Recommendation Change. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or GameStop, in each case, without providing the other parties and their respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers. Holdco will advise GameStop and the Company promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Holdco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company, GameStop or Holdco, or any of their respective affiliates, officers or directors, should be discovered by the Company, GameStop or Holdco which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement, 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 hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by Law, in the disseminating the information contained in such amendment or supplement to the stockholders of each of the Company and GameStopactions.