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

Joint Proxy Statement; Registration Statement. (a) As soon as practicable after the date hereof, BUYER and the COMPANY shall prepare the Joint Proxy Statement, file it with the SEC, use their best efforts to respond to comments of the Staff of the SEC and clear the Joint Proxy Statement with the Staff of the SEC. Promptly after such clearance BUYER and the COMPANY shall mail the Joint Proxy Statement to all holders of record of BUYER Shares and COMPANY Shares who are holders on the record date for the respective meetings of shareholders of BUYER and the COMPANY. BUYER and the COMPANY shall cooperate with each other in the preparation of the Joint Proxy Statement and the processing thereof with the SEC. (b) BUYER shall prepare and file with the SEC as soon as is reasonably practicable the Registration Statement following receipt of comments from the Staff of the SEC on the Joint Proxy Statement or advice that such Staff will not review such filing (or earlier in the discretion of BUYER and COMPANY) and shall use its best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable and to maintain the effectiveness of such Registration Statement until the Effective Time. BUYER shall also use its best efforts to take any action required to be taken under state blue sky or securities laws in connection with the issuance of the BUYER Common Stock pursuant to the Merger, and the COMPANY shall furnish BUYER all information concerning the COMPANY and the holders of its capital stock and shall take any action as BUYER may reasonably request in connection with any such action. Each of BUYER and the COMPANY agrees to continue the quotation respectively of the BUYER's Shares and the COMPANY's Shares on the NASDAQ National Market during the term of this Agreement so that appraisal rights will not be available to stockholders of the COMPANY under Delaware General Corporation Law.

Joint Proxy Statement; Registration Statement. (a) As soon promptly as practicable after the date hereofof this Agreement, BUYER SWAT and the COMPANY Company shall prepare the Joint Proxy Statement, file it and cause to be filed with the SEC, use their best efforts to respond to comments of the Staff of the SEC and clear the Joint Proxy Statement and SWAT shall prepare and cause to be filed with the Staff SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, with respect to the issuance of SWAT Common Stock in the Merger. The Joint Proxy Statement will also include (i) a proposal requesting that the SWAT shareholders approve the conversion (pursuant to its terms) of all outstanding SWAT Series B Convertible Preferred Stock into SWAT Common Stock, and (ii) such other proposal(s) as the Company and SWAT shall mutually agree to include therein, including any proposals that may be required pursuant to the terms of this Agreement. Each of SWAT and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the SECRegistration Statement and Joint Proxy Statement. Promptly after such clearance BUYER Each of SWAT and the COMPANY Company shall mail use reasonable efforts to cause the Registration Statement and the Joint Proxy Statement to all holders of record of BUYER Shares and COMPANY Shares who are holders on the record date for the respective meetings of shareholders of BUYER and the COMPANY. BUYER and the COMPANY shall cooperate with each other in the preparation of the Joint Proxy Statement and the processing thereof comply with the rules and regulations promulgated by the SEC. (b) BUYER shall prepare and file with the SEC as soon as is reasonably practicable the Registration Statement following receipt of , to respond promptly to any comments from the Staff of the SEC on the Joint Proxy Statement or advice that such Staff will not review such filing (or earlier in the discretion of BUYER its staff and COMPANY) and shall use its best efforts to have the Registration Statement declared effective by under the SEC Securities Act as promptly as practicable after it is filed with the SEC. SWAT will cause the Joint Proxy Statement to be mailed to SWAT’s stockholders, and the Company will cause the Joint Proxy Statement to maintain be mailed to the effectiveness of such Company’s stockholders, as promptly as practicable after the Registration Statement until is declared effective under the Securities Act. Each of SWAT and the Company shall also promptly file, use reasonable efforts to cause to become effective as promptly as possible and, if required, mail to its stockholders any amendment to the Registration Statement or Joint Proxy Statement that becomes necessary after the date the Registration Statement is declared effective. (b) If at any time prior to the Effective Time. BUYER shall also use its best efforts Time any event or circumstance relating to take SWAT, any action SWAT Subsidiary or their respective directors or officers is discovered by SWAT which is required to be taken under state blue sky set forth in an amendment or securities laws supplement to the Registration Statement or Joint Proxy Statement, SWAT shall promptly inform the Company. All documents that SWAT is responsible for filing with the SEC in connection with the issuance transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the BUYER Common Stock pursuant Securities Act and the Exchange Act. (c) If at any time prior to the MergerEffective Time any event or circumstance relating to the Company, any Company Subsidiary or their respective directors or officers is discovered by the Company which is required to be set forth in an amendment or supplement to the Registration Statement or Joint Proxy Statement, the Company shall promptly inform SWAT and provide SWAT with such information as is reasonably necessary for inclusion in the COMPANY shall furnish BUYER all information concerning amendment or supplement to the COMPANY and Registration Statement or Joint Proxy Statement. All documents that the holders of its capital stock and shall take any action as BUYER may reasonably request Company is responsible for filing with the SEC in connection with any such action. the transaction contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) Each of BUYER SWAT and the COMPANY agrees to continue Company will advise the quotation respectively other, promptly after it receives notice thereof, of the BUYER's Shares and time when the COMPANY's Shares Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Joint Proxy Statement or Registration Statement or comments thereon or responses thereto. (e) Prior to the Effective Time, SWAT shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the SWAT Common Stock to be issued in the Merger will be registered or qualified under the securities Law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the NASDAQ National Market during record date for determining the term stockholders entitled to notice of this Agreement so and to vote at the Company Stockholders’ Meeting; provided, however, that appraisal rights will SWAT shall not be available required (i) to stockholders qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of the COMPANY under Delaware General Corporation Lawprocess in any jurisdiction.

Joint Proxy Statement; Registration Statement. (a) As soon promptly as practicable after the date hereofexecution of this Agreement, BUYER HCR and the COMPANY Manor Care shall prepare and file with the SEC a joint proxy statement/prospectus (the "Joint Proxy Statement, file it ") to be sent to the stockholders of HCR and Manor Care in connection with the SECmeeting of HCR's stockholders (the "HCR Stockholders' Meeting") and of Manor Care's stockholders (the "Manor Care Stockholders' Meeting") to consider the Merger Agreement and the issuance of HCR Common Stock in connection therewith, use their best efforts to respond to comments of the Staff of and HCR shall prepare and file with the SEC and clear a registration statement on Form S-4 pursuant to which the shares of HCR Common Stock to be issued in connection with the Merger will be registered under the Securities Act (the "Registration Statement"), in which the Joint Proxy Statement with will be included as a prospectus. HCR may delay the Staff filing of the SEC. Promptly Registration Statement until after such clearance BUYER and the COMPANY shall mail the Joint Proxy Statement has been declared effective. HCR and Manor Care shall use all reasonable best efforts to all holders of record of BUYER Shares cause the Registration Statement to become effective as soon after filing as practicable. HCR, Merger Sub and COMPANY Shares who are holders on the record date for the respective meetings of shareholders of BUYER and the COMPANY. BUYER and the COMPANY Manor Care shall cooperate with each other in the preparation of the Joint Proxy Statement, and HCR shall notify Manor Care of the receipt of any comments of the SEC with respect to the Joint Proxy Statement and of any requests by the processing thereof SEC of any amendment or supplement thereto or for additional information and shall provide to Manor Care promptly copies of all correspondence between HCR or any representative of HCR and the SEC. HCR shall give Manor Care and its counsel the opportunity to review the Joint Proxy Statement prior to its being filed with the SEC and shall give Manor Care and its counsel the opportunity to review all amendments and supplements to the Joint Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC.. Each of HCR, Manor Care and Merger Sub agrees to use all reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of HCR Common Stock and Manor Care Common Stock entitled to vote at the special meetings at the earliest practicable time. The Joint Proxy Statement shall include the recommendation of the Board of Directors of Manor Care in favor of this Agreement and the Merger and the recommendation of the Board of Directors of HCR in favor of the HCR Voting Proposal, provided that the Board of Directors of either Manor Care or HCR may withdraw such recommendation if it determines in good faith, after consultation with its outside legal counsel, that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties to stockholders under applicable law. HCR and Manor Care shall make all other necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. 32 (b) BUYER Manor Care shall prepare take all action necessary to cause the representation set forth in Section 4.1(f) to be true and file correct at all applicable times with the SEC as soon as is reasonably practicable the Registration Statement following receipt respect to each of comments from the Staff of the SEC on the Joint Proxy Statement or advice that such Staff will not review such filing (or earlier in the discretion of BUYER and COMPANY) and shall use its best efforts to have the Registration Statement declared effective by Statement. (c) HCR shall take all action necessary to cause the SEC as promptly as practicable and to maintain the effectiveness of such Registration Statement until the Effective Time. BUYER shall also use its best efforts to take any action required representation set forth in Section 4.2(f) to be taken under true and correct at all applicable times with respect to each of the Joint Proxy Statement and the Registration Statement. (d) As soon as reasonably practicable, Manor Care and HCR shall take all such actions as may be necessary to comply with state "blue sky sky" or securities laws in connection with the issuance of the BUYER Common Stock pursuant to the Merger, and the COMPANY shall furnish BUYER all information concerning the COMPANY and the holders of its capital stock and shall take any action as BUYER may reasonably request in connection with any such actiontransactions contemplated by this Agreement. Each of BUYER and the COMPANY agrees to continue the quotation respectively of the BUYER's Shares and the COMPANY's Shares on the NASDAQ National Market during the term of this Agreement so that appraisal rights will not be available to stockholders of the COMPANY under Delaware General Corporation Law6.3.

Joint Proxy Statement; Registration Statement. (ai) As soon promptly as practicable after execution of this Agreement, RVI and API shall prepare and RVI shall file with the SEC a Joint Proxy Statement, together with any other documents required by the Securities Act, or the Exchange Act, in connection with the Arrangement and the other transactions contemplated hereby. The Joint Proxy Statement shall constitute (A) the Joint Proxy Statement of API with respect to the API Stockholders Meeting relating to the Arrangement and the approval of certain matters in connection therewith and (B) the proxy statement of RVI with respect to the meeting of stockholders of RVI with respect to the approval of the RVI Charter Amendment (the "RVI Stockholders Meeting"). As promptly as practicable after the date hereofJoint Proxy Statement is cleared by the SEC, BUYER RVI and the COMPANY API shall prepare cause the Joint Proxy StatementStatement to be mailed to each company's respective securityholders entitled to vote, as the case may be. As promptly as practicable, RVI shall file it the Registration Statement with the SEC, SEC to register the RVI Common Stock to be issued from time to time after the Effective Time upon exchange or purchase of the Exchangeable Shares to be issued by RVI Sub as contemplated in the Plan of Arrangement. RVI and API shall use their best efforts to respond cause the Registration Statement to comments become effective prior to the mailing of the Staff of the SEC and clear the Joint Proxy Statement. If such Registration Statement with is filed and becomes effective, RVI will use its best efforts to maintain the Staff effectiveness of the SEC. Promptly after Registration Statement for so long as any Exchangeable Shares remain outstanding or until such clearance BUYER and earlier time as RVI shall have received a written opinion of its outside counsel to the COMPANY shall mail effect that the Joint Proxy Statement to all holders of record Exchangeable Shares may exchange such shares for freely tradeable shares of BUYER Shares RVI Common Stock without registration under the Securities Act. (ii) Each party shall promptly furnish to the other party all information concerning such party and COMPANY Shares who are holders on the record date for the respective meetings of shareholders of BUYER and the COMPANYits securityholders as may be reasonably required in connection with any action contemplated by this Section 2. BUYER and the COMPANY shall cooperate with each other in the preparation of the The Joint Proxy Statement and the processing thereof with the SEC. (b) BUYER shall prepare and file with the SEC as soon as is reasonably practicable the Registration Statement following shall comply in all material respects with all applicable requirements of law. Each of RVI and API will notify the other promptly of the receipt of any comments from the Staff SEC and of any request by the SEC on for amendments or supplements to the Joint Proxy Statement or advice that such Staff will not review such filing (or earlier in the discretion of BUYER and COMPANY) and shall use its best efforts to have the Registration Statement declared effective by Statement, or for additional information, and will supply the other with copies of all correspondence with the SEC with respect to the Joint Proxy Statement or the Registration Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, RVI or API, as the case may be, shall promptly as practicable and to maintain inform the effectiveness other of such Registration Statement until occurrence and cooperate in filing with the Effective Time. BUYER SEC, and/or mailing to securityholders entitled to vote of RVI and API, as may be applicable, such amendment or supplement. (iii) RVI, RVI Sub and API shall also use its best efforts to take any action required to be taken under any applicable provincial or state blue sky or securities laws (including "blue sky" laws) in connection with the issuance of the BUYER Exchangeable Shares, RVI Common Stock pursuant and the Arrangement; provided, however, that with respect to the Mergerblue sky and Canadian provincial qualifications, and the COMPANY neither RVI nor API shall furnish BUYER all information concerning the COMPANY and the holders of its capital stock and shall take any action be required to register or qualify as BUYER may reasonably request in connection with a foreign corporation or reporting issuer where any such action. Each entity is not now so registered or qualified or consent to service of BUYER legal process in any jurisdiction, except as to matters and transactions arising solely from the COMPANY agrees to continue the quotation respectively offer and sale of the BUYER's Shares and RVI Common Stock or the COMPANY's Shares on the NASDAQ National Market during the term of this Agreement so that appraisal rights will not be available to stockholders issuance of the COMPANY under Delaware General Corporation LawExchangeable Shares.