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

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the recommendation of Parent's Board of Directors referred to in Section 4.16. Consistent with the timing for the Parent Stockholders Meeting and the Company Stockholders Meeting, Parent shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Parent shall obtain knowledge of any information pertaining to Parent that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Parent shall so advise the Company in writing and shall promptly furnish the Company with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Parent shall use all reasonable efforts to mail at the earliest practicable date to the stockholders of Parent the Joint Proxy Statement, which shall include all information required by Applicable Laws to be furnished to the stockholders of Parent in connection with the Merger, the transactions contemplated thereby and the Parent Stockholder Proposal and shall include the opinion of CSFB referred to in Section 4.17 and, to the extent not withdrawn in compliance with Section 5.2(a), the Parent Board Recommendation. Parent also shall take such other reasonable actions required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Class A Common Stock in the Merger.

Joint Proxy Statement; Registration Statement. The Joint --------------------------------------------- Proxy Statement shall include the recommendation of Parent's Board of Directors referred to in Section 4.16. Consistent with the timing for the Parent Stockholders Meeting and the Company Stockholders Meeting, Parent shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Parent shall obtain knowledge of any information pertaining to Parent that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Parent shall so advise the Company in writing and shall promptly furnish the Company with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Parent shall use all reasonable efforts to mail at the earliest practicable date to the stockholders of Parent the Joint Proxy Statement, which shall include all information required by Applicable Laws to be furnished to the stockholders of Parent in connection with the Merger, the transactions contemplated thereby and the Parent Stockholder Proposal and shall include the opinion of CSFB referred to in Section 4.17 and, to the extent not withdrawn in compliance with Section 5.2(a), the Parent Board Recommendation. Parent also shall take such other reasonable actions required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Class A Common Stock in the Merger.

Joint Proxy Statement; Registration Statement. The Joint --------------------------------------------- Proxy Statement shall include the recommendation of Parent's Board of Directors referred to in Section 4.164.12 and the opinion of Xxxxx X. Xxxxxxx Company Limited referred to in Section 4.17. Consistent with the timing for the Parent Stockholders Meeting and the Company AmeriSource Stockholders MeetingMeeting as determined by Parent, subject to the consent of AmeriSource (which shall not be unreasonably withheld), Parent shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Parent shall obtain knowledge of any information pertaining to Parent that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Parent shall so advise the Company AmeriSource in writing and shall promptly furnish the Company AmeriSource with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Parent shall use all reasonable efforts to mail at the earliest practicable date to the stockholders of Parent the Joint Proxy Statement, which shall include all information required by Applicable Laws Law to be furnished to the stockholders of Parent in connection with the Merger, the transactions contemplated thereby and the Parent Stockholder Proposal and shall include the opinion of CSFB referred to in Section 4.17 and, to the extent not withdrawn in compliance with Section 5.2(a), the Parent Board RecommendationProposal. Parent also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Class A Common Stock in the Merger.

Joint Proxy Statement; Registration Statement. (a) As promptly as practicable after execution of this Agreement, NOI and Dreco shall prepare and file with the United States Securities and Exchange Commission (the "SEC") a preliminary joint management information circular and proxy statement (the "Joint Proxy Statement"), together with any other documents required by the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Arrangement and the other transactions contemplated hereby. The Joint Proxy Statement shall include constitute (i) the recommendation management information circular of Parent's Board Dreco with respect to the meeting of Directors referred shareholders of Dreco relating to in Section 4.16. Consistent with the timing for the Parent Stockholders Meeting Arrangement and the Company approval of certain matters in connection therewith (the "Dreco Shareholders Meeting") and (ii) the proxy statement of NOI with respect to the meeting of stockholders of NOI with respect to the issuance of NOI Common Stock from time to time upon exchange of the Exchangeable Shares and certain other matters (including the approval of the Restated NOI Charter) relating to the agreements of NOI contained herein (the "NOI Stockholders Meeting"). As promptly as practicable after the preliminary Joint Proxy Statement is cleared by the SEC, Parent NOI and Dreco shall prepare and cause the Joint Proxy Statement to be mailed to each company's respective stockholders, as the case may be. If NOI determines on the advice of its outside counsel that it is necessary to file a registration statement (the "Registration Statement") in order to register the NOI Common Stock to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares, then NOI shall file the Registration Statement with the Commission as soon as is reasonably practicable and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to SEC and, if necessary, maintain the effectiveness of such registration for the period that such Exchangeable Shares remain outstanding and NOI and Dreco shall use their best efforts to cause the Registration Statement through the Effective Time. If, at any time to become effective prior to the Effective Time, Parent shall obtain knowledge mailing of any information pertaining to Parent that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Parent shall so advise the Company in writing and shall promptly furnish the Company with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Parent shall use all reasonable efforts to mail at the earliest practicable date Notwithstanding anything herein to the stockholders contrary, NOI shall be under no obligation to file the Registration Statement if it shall have determined on the advice of Parent the Joint Proxy Statement, which shall include all information required by Applicable Laws to be furnished to the stockholders of Parent in connection with the Merger, the transactions contemplated thereby and the Parent Stockholder Proposal and shall include the opinion of CSFB referred to in Section 4.17 and, to the extent not withdrawn in compliance with Section 5.2(a), the Parent Board Recommendation. Parent also shall take such other reasonable actions required to be taken under any applicable state securities laws in connection with its outside counsel that the issuance of shares of Parent Class A NOI Common Stock in upon exchange of the MergerExchangeable Shares after the Effective Time is exempt from the registration requirements of Section 5 of the Securities Act by virtue of Section 3(a)(9) and/or 3(a)(10) thereof. In connection with such determination, NOI and Dreco shall prepare and file with the SEC a request for no action (the "No Action Request") seeking to confirm the availability of such an exemption.