Common use of Joint Proxy Statement and Registration Statement Clause in Contracts

Joint Proxy Statement and Registration Statement. (i) Parent and Company shall cooperate to prepare the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation, filing, and maintenance of the effectiveness of the Joint Proxy Statement and the Registration Statement as provided for hereunder. (iv) Each of Parent and Company agree to promptly notify the other party of and correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement which shall have become false or misleading in any material respect. (v) Each of Parent and Company shall cause the Joint Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. (vi) If at any time prior to the Effective Time any event occurs or any information changes that is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or Company, as applicable, shall inform the other promptly of such occurrence, cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail that amendment or supplement to stockholders of Parent and/or Company. (vii) Parent shall use reasonable best efforts, and Company shall cooperate with Parent, to obtain any and all state securities laws or “blue sky” permits, approvals and registrations necessary in connection with the issuance of Parent Common Stock pursuant to the Merger.

Joint Proxy Statement and Registration Statement. Commodore and Lanxide shall promptly prepare and file with the SEC the Merger Registration Statement containing therein the preliminary Joint Proxy Statement as soon as reasonably practicable, and shall use their respective best efforts to (i) Parent and Company shall cooperate to prepare have the Merger Registration Statement declared effective and the Joint Proxy Statement cleared as soon as practicable, (ii) promptly respond to the comments of the SEC thereon and shall use commercially (iii) cause Commodore to take any reasonable efforts actions required to file be taken under applicable state securities or "blue sky" laws in connection with the issuance of the securities of Commodore to be covered by the Merger Registration Statement. As soon as practicable after the SEC clears the Merger Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the related Joint Proxy Statement (or any amendment or supplement theretoas the same may be amended from time to time in response to comments received from the SEC), Commodore will request acceleration of the effective date of the Merger Registration Statement so that the same may be declared effective by the SEC under the 1933 Act, and Commodore and Lanxide shall each cause to be mailed to their respective stockholders of record the definitive Joint Proxy Statement in the form cleared for mailing to stockholders by the SEC. There shall have been registered under the 1933 Act pursuant to the Merger Registration Statement: (i) or responding all shares of Commodore Common Stock being issued to stockholders of Lanxide in the Merger in exchange for outstanding shares of Lanxide Common Stock and Lanxide Series A Preferred Stock, and (ii) all shares of Commodore Common Stock potentially issuable upon (A) exercise of Lanxide Warrants and Lanxide Stock Options, and (B) issuable pursuant to the Lanxide Deferred Compensation Plans, as applicable. Each of Commodore and Lanxide shall notify the other promptly of the receipt of any comments of the SEC with respect thereto, each and of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed any request by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests SEC for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation, filing, and maintenance of the effectiveness of the Joint Proxy Statement and the Registration Statement as provided for hereunder. (iv) Each of Parent and Company agree to promptly notify the other party of and correct any information provided by it for use in the Joint Proxy Statement or the Merger Registration Statement which or for additional information and shall have become false or misleading in supply one another with copies of all correspondence with the SEC with respect to any material respect. (v) Each of Parent and Company shall cause the Joint Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. (vi) foregoing filings. If at any time prior to the Effective Time Commodore Stockholders Meeting or the Lanxide Stockholders' Meeting any event occurs should occur relating to Commodore or any information changes that is required to of its Subsidiaries or any of their respective officers, directors or affiliates which should be set forth described in an amendment of, or supplement to to, the Joint Proxy Statement or the Merger Registration Statement, Parent Commodore shall promptly inform Lanxide. If at any time prior to the Lanxide Stockholders' Meeting or Companythe Commodore Stockholders Meeting any event should occur relating to Lanxide or any of its Subsidiaries or any of their respective officers, as applicabledirectors or affiliates which should be described in an amendment of, or supplement to, the Joint Proxy Statement or the Merger Registration Statement, Lanxide shall promptly inform Commodore. Whenever any event occurs which should be described in an amendment of, or a supplement to, the other promptly Joint Proxy Statement or the Merger Registration Statement, Commodore and Lanxide shall, upon learning of such occurrenceevent, cooperate in filing with each other to promptly prepare, file and clear with the SEC and (if required by applicable law) mail such amendment or supplement with to the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail that amendment or supplement to stockholders of Parent and/or CompanyCommodore and Lanxide. (vii) Parent shall use reasonable best efforts, and Company shall cooperate with Parent, to obtain any and all state securities laws or “blue sky” permits, approvals and registrations necessary in connection with the issuance of Parent Common Stock pursuant to the Merger.

Joint Proxy Statement and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall together, or pursuant to an allocation of responsibility to be agreed upon between them: (i) prepare the Joint Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Registration Statement, in which the Joint Proxy Statement shall be included as a prospectus; (ii) provide the other Party (and its outside counsel) with a reasonable opportunity to review and comment on the Joint Proxy Statement and the Registration Statement prior to the filing of any such document or any amendment or supplement thereto with the SEC; (iii) use commercially reasonable efforts to cause (A) the Joint Proxy Statement to be cleared by the SEC under the Exchange Act and (B) the Registration Statement to be declared effective by the SEC under the Securities Act; (iv) cause the Joint Proxy Statement to be mailed to the Company’s and Parent’s respective stockholders as promptly as practicable following such clearance and declaration of effectiveness; (v) keep the Registration Statement effective through the Closing in order to permit the consummation of the First Step Merger; and (vi) take all such reasonable action as shall be required under applicable “blue sky” or securities Laws in connection with the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, the Company shall cooperate to prepare make available all information concerning itself and its Subsidiaries and such other matters as may be reasonably requested by Parent or required by applicable Law, and Parent shall make available all such information concerning itself and its Subsidiaries and such other matters as may be reasonably requested by the Company or required by applicable Law, in connection with the preparation, filing and distribution of the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts Statement. If at any time prior to file the First Step Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Registration Statement and or the Joint Proxy Statement so that such document would not include any misstatement of material fact or omit to state any material fact required to be included therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party which discovers such information shall promptly notify the other Party, and an appropriate amendment or supplement describing such information shall be promptly prepared by the Party to which such amended or supplemented disclosure relates and, to the extent required by applicable Law, filed with the SEC within fifteen (15) days and disseminated to the stockholders of the date Company and Parent; provided, however, such Party shall, prior to the filing of this Agreement. Each Party shall such amended or supplemented disclosure with the SEC, provide the other party Party (and its outside counsel) with a reasonable opportunity to review and comment on any such amended or supplemented disclosure. (c) The Parties shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the First Step Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between such party and it or any of its Representatives representatives, on the one hand hand, and the SEC and its or staff of the SEC, on the other hand. Notwithstanding anything , with respect to the contrary hereinJoint Proxy Statement, before filing the Registration Statement or the Mergers and mailing (ii) all orders of the SEC relating to the Joint Proxy Statement (or any amendment or supplement thereto) or responding the Registration Statement. The Parties shall reasonably cooperate with each other to promptly respond to any such comments of the SEC with respect theretoor its staff and, each of Parent and Company shall prior to any Party submitting a response, provide the other party Party (and its outside counsel) with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation, filing, and maintenance of the effectiveness of the Joint Proxy Statement and the Registration Statement as provided for hereunder. (iv) Each of Parent and Company agree to promptly notify the other party of and correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement which shall have become false or misleading in any material respect. (v) Each of Parent and Company shall cause the Joint Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. (vi) If at any time prior to the Effective Time any event occurs or any information changes that is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or Company, as applicable, shall inform the other promptly of such occurrence, cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail that amendment or supplement to stockholders of Parent and/or Company. (vii) Parent shall use reasonable best efforts, and Company shall cooperate with Parent, to obtain any and all state securities laws or “blue sky” permits, approvals and registrations necessary in connection with the issuance of Parent Common Stock pursuant to the Merger.

Joint Proxy Statement and Registration Statement. (ia) Parent IXC and Company shall cooperate to Network will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of together, the SEC with respect thereto, "Joint Proxy/Registration Statement"). The parties hereto shall each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and filing. Each party hereto shall also take such other matters action as may be reasonably necessary or advisable required to cause the shares of IXC Common issuable in connection with the preparationMerger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, filinghowever, and maintenance that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to service of process in any jurisdiction where the IXC or the Surviving Corporation, as the case may be, will not otherwise be, following the Merger, so subject. Each of the effectiveness of parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Joint Proxy Statement and Proxy/Registration Statement. The parties shall use reasonable efforts to cause the Registration Statement as provided shares of IXC Common issuable in the Merger to be approved for hereunder. listing on the Nasdaq National Market (iv"NMS") Each upon official notice of Parent and Company agree to promptly notify the other party of and correct any issuance. The information provided by it any party hereto for use in the Joint Proxy Statement or the Proxy/Registration Statement shall be true and correct in all material respects without omission of any material fact which shall have become is required to make such information not false or misleading misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in any material respectthe Joint Proxy/Registration Statement. (vb) Each of Parent and Company IXC shall cause the Joint Proxy Statement to be mailed to use its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. (vi) If at any time prior to the Effective Time any event occurs or any information changes that is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or Company, as applicable, shall inform the other promptly of such occurrence, cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible andbe delivered to Network letters of Ernst & Young LLP, if requireddated a date within two business days before the date of the Joint Proxy/Registration Statement, mail that amendment or supplement and addressed to stockholders of Parent and/or CompanyNetwork, in form and substance reasonably satisfactory to Network and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4. (viic) Parent Network shall use reasonable its best effortsefforts to cause to be delivered to IXC letters of Xxxxxx Xxxxxxxx & Co., dated a date within two business days before the date of the Joint Proxy/Registration Statement, and Company shall cooperate with Parentaddressed to IXC, in form and substance reasonably satisfactory to obtain any IXC and all state securities laws or “blue sky” permits, approvals customary in scope and registrations necessary substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4. (d) The Network Board of Directors shall recommend that the issuance of Parent Common Stock pursuant Shareholders vote to adopt and approve the Merger on the terms and subject to the Mergerconditions of this Agreement, and the Joint Proxy/Registration Statement shall contain such recommendation.

Joint Proxy Statement and Registration Statement. (a) Focus and Videonics shall (i) Parent as promptly as practicable following the date hereof prepare and Company shall cooperate file with the SEC joint preliminary proxy or information statement relating to prepare the Registration Statement Merger and this Agreement, (ii) obtain and furnish the information required to be included by the SEC in the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement and, after consultation with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary hereineach other, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding respond promptly to any comments of made by the SEC with respect thereto, each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation, filing, and maintenance of the effectiveness of cause the Joint Proxy Statement and the Registration Statement as provided for hereunder. (iv) Each of Parent and Company agree prospectus to promptly notify the other party of and correct any information provided by it for use be included in the Joint Proxy Statement Registration Statement, including any amendment or the Registration Statement which shall have become false or misleading in any material respect. (v) Each of Parent and Company shall cause the Joint Proxy Statement supplement thereto, to be mailed to its their respective stockholders shareholders at the earliest practicable time date after the Registration Statement is declared effective by the SEC. , and (viiv) If at any time prior use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by their respective shareholders and, in the case of Focus, use all reasonable efforts to obtain the necessary approval of the increase in the authorized capital of Focus required to complete the Merger. Neither Videonics nor Focus shall file with or supplementally provide to the Effective Time any event occurs SEC or any information changes that is required mail to be set forth in an amendment or supplement to its shareholders the Joint Proxy Statement or any amendment or supplement thereto without the prior consent of the other. Videonics and Focus shall fully participate in the preparation of the Joint Proxy Statement and any amendment or supplement thereto and shall consult with each other and their advisors concerning any comments from the SEC with respect thereto. (b) Focus shall prepare and file with the SEC a Registration Statement on Form S-4 and the parties hereto shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Focus shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with Videonics, respond promptly to any comments made by the SEC with respect to the Registration Statement. (c) The Joint Proxy Statement shall include the recommendation of the Board of Directors of Videonics in favor of approval and adoption of this Agreement and the Merger, Parent except to the extent that Videonics shall have withdrawn or Companymodified its recommendation of this Agreement or the Merger as permitted by Section 5.2. (d) The Joint Proxy Statement shall include the recommendation of the Board of Directors of Focus in favor of approval and adoption of this Agreement, the Merger and the approval of the increase in the authorized capital of Focus required to complete the Merger, except to the extent that Focus shall have withdrawn or modified its approval of the Agreement or the Merger as applicablepermitted by Section 5.2. (e) Focus and Videonics shall, shall inform the other promptly of such occurrence, cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible andpracticable, if requiredmake all necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and Regulations thereunder and under applicable Blue Sky or similar securities laws, mail that amendment or supplement rules and Regulations, and shall use all reasonable efforts to stockholders of Parent and/or Companyobtain required approvals and clearances with respect thereto. (viif) Parent shall use reasonable best efforts, The Parties will cooperate in the preparation of the Joint Proxy Statement and Company shall cooperate with Parent, to obtain any the Registration Statement and all state securities laws or “blue sky” permits, approvals and registrations necessary in connection with having the issuance of Parent Common Stock pursuant to the MergerRegistration Statement declared effective as soon as practicable.

Joint Proxy Statement and Registration Statement. (ia) Parent IXC and Company shall cooperate to Network will prepare and file with the SEC as soon as reasonably practicable after the date hereof the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of together, the SEC with respect thereto, "Joint Proxy/Registration Statement"). The parties hereto shall each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party. (ii) Parent and Company shall cooperate to respond as promptly as reasonably practical to any correspondence from the SEC, including without limitation any comments or any requests for amendments or supplements to the Registration Statement or the Joint Proxy Statement, and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for so long as necessary to consummate the Merger as promptly as practicable. (iii) Subject to applicable Laws, Parent and Company each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and filing. Each party hereto shall also take such other matters action as may be reasonably necessary or advisable required to cause the shares of IXC Common issuable in connection with the preparationMerger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, filinghowever, and maintenance that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to service of process in any jurisdiction where the IXC or the Surviving Corporation, as the case may be, will not otherwise be, following the Merger, so subject. Each of the effectiveness of parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Joint Proxy Statement and Proxy/Registration Statement. The parties shall use reasonable efforts to cause the Registration Statement as provided shares of IXC Common issuable in the Merger to be approved for hereunder. listing on the Nasdaq National Market (iv"NMS") Each upon official notice of Parent and Company agree to promptly notify the other party of and correct any issuance. The information provided by it any party hereto for use in the Joint Proxy Statement or the Proxy/Registration Statement shall be true and correct in all material respects without omission of any material fact which shall have become is required to make such information not false or misleading misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in any material respectthe Joint Proxy/Registration Statement. (vb) Each of Parent and Company IXC shall cause the Joint Proxy Statement to be mailed to use its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. (vi) If at any time prior to the Effective Time any event occurs or any information changes that is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or Company, as applicable, shall inform the other promptly of such occurrence, cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible andbe delivered to Network letters of Ernst & Young LLP, if requireddated a date within two business days before the date of the Joint Proxy/Registration Statement, mail that amendment or supplement and addressed to stockholders of Parent and/or CompanyNetwork, in form and substance reasonably satisfactory to Network and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4. (viic) Parent Network shall use reasonable its best effortsefforts to cause to be delivered to IXC letters of Arthxx Xxxexxxx & Xo., dated a date within two business days before the date of the Joint Proxy/Registration Statement, and Company shall cooperate with Parentaddressed to IXC, in form and substance reasonably satisfactory to obtain any IXC and all state securities laws or “blue sky” permits, approvals customary in scope and registrations necessary substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4. (d) The Network Board of Directors shall recommend that the issuance of Parent Common Stock pursuant Shareholders vote to adopt and approve the Merger on the terms and subject to the Mergerconditions of this Agreement, and the Joint Proxy/Registration Statement shall contain such recommendation.