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

Preparation of Form S-4 and Proxy Statement. (a) Parent shall prepare and file with the SEC at such appropriate time as determined by Parent, a proxy statement relating to the shareholders meeting of Parent to be held in connection with the Merger, as amended or supplemented from time to time (as so amended or supplemented, the "Proxy Statement") and Parent shall prepare and file with the SEC at such appropriate time as determined by Parent, a registration statement on Form S-4 with respect to the Parent Common Stock issuable in the Merger, and in which the Proxy Statement will be included within the prospectus. Parent and the Company shall use all reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing. Prior to the Effective Date, Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock in connection with the Merger and will pay all expenses incident thereto. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, Parent shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent and the Company shall cooperate with each other in the preparation of the Form S-4 and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Form S-4 and any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Parent or the Company, as the case may be, and the SEC with respect to the Form S-4 or the Proxy Statement. Each of Parent and the Company agrees to use its reasonable best efforts, after consultation with each other, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Form S-4 to be declared effective by the SEC at the earliest practicable time following such filing and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Parent Common Stock entitled to vote at the meeting of the stockholders of Parent at the earliest practicable time.

Preparation of Form S-4 and Proxy Statement. (a) Parent TSG and Elcotel shall prepare and file with the SEC at such appropriate time as determined by Parent, a proxy statement relating to soon as reasonably practicable after the shareholders meeting of Parent to be held in connection with the Merger, as amended or supplemented from time to time (as so amended or supplementeddate hereof, the "Proxy Statement") , and Parent Elcotel shall prepare and file with the SEC at as soon as reasonably practicable after such appropriate time as determined by Parentdate, a registration statement on the Form S-4 with respect to the Parent Common Stock issuable in the Merger, and in which the Proxy Statement will be included within the prospectus. Parent Elcotel and the Company TSG shall use all reasonable their best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing. Prior to the Effective Date, Parent Elcotel shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent Elcotel is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Elcotel Common Stock in connection with the Merger and will pay all expenses incident theretoMerger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, Parent Elcotel shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent Elcotel, Merger Subsidiary and the Company TSG shall cooperate with each other in the preparation of the Form S-4 and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Form S-4 and any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Parent Elcotel or the CompanyTSG, as the case may be, and the SEC with respect to the Form S-4 or the Proxy Statement. Elcotel shall give TSG and its counsel the opportunity to review and comment on the Form S-4 and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Parent TSG, Elcotel, and the Company Merger Subsidiary agrees to use its reasonable best efforts, after consultation with each otherthe other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (ix) the Form S-4 to be declared effective by the SEC at the earliest practicable time following such filing and to be kept effective as long as is necessary to consummate the Merger, and (iiy) the Proxy Statement to be mailed to the holders of Parent Elcotel Common Stock and TSG Common Stock entitled to vote at the meeting meetings of the stockholders of Parent Elcotel and TSG at the earliest practicable time.

Preparation of Form S-4 and Proxy Statement. (a) Parent shall prepare (and the Company and Principal Shareholders shall cooperate in the preparation of) and file with the SEC at such appropriate time as determined by Parentsoon as reasonably practicable after the date hereof a registration statement on Form S-4 (the "Form S-4") under the Securities Act, a proxy statement relating with respect to the shareholders meeting shares of Parent Common Stock to be held issued in connection with the Merger, a portion of which registration statement shall also serve as amended or supplemented from time the proxy statement with respect to time the Parent Stockholder Meeting and the prospectus in respect of the shares of Parent Common Stock to be exchanged for Company Common Shares in the Merger (as so amended or supplemented, the "Proxy Statement") and Parent shall prepare and file with the SEC at such appropriate time as determined by Parent, a registration statement on Form S-4 with respect to the Parent Common Stock issuable in the Merger), and in which the Proxy Statement will be included within the prospectus. Parent shall use its commercially reasonable efforts, and the Company shall use all reasonable efforts and Principal Shareholders will cooperate with Parent, to have the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as promptly long as practicable after such filing. Prior necessary to consummate the Effective Date, Parent shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock in connection with the Merger and will pay all expenses incident theretoMerger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, Parent shall shall, with the cooperation of the Company, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent Parent, Sub, the Company and the Company Principal Shareholders shall cooperate with each other in the preparation of the Form S-4 and the Proxy Statement and any amendment or supplement theretoS-4, and each Parent shall notify the other Company of the receipt of any comments of the SEC with respect to the Form S-4 and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other Company promptly copies of all correspondence between Parent or the Company, as the case may be, any representative of Parent and the SEC with respect to the Form S-4. Parent shall give the Company and its counsel the opportunity to review the Form S-4 and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the Proxy StatementSEC. Each of the Company, each Principal Shareholder, Parent and the Company Sub agrees to use its reasonable best efforts, after consultation with each otherthe other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Form S-4 to be declared effective by the SEC at the earliest practicable time following such filing and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of shares of Parent Common Stock entitled to vote at the meeting of the stockholders of Parent Stockholders' Meeting at the earliest practicable time.

Preparation of Form S-4 and Proxy Statement. (a) Parent MAI and DHS shall prepare and file with the SEC at such appropriate time as determined by Parent, a proxy statement relating to soon as reasonably practicable after the shareholders meeting of Parent to be held in connection with the Merger, as amended or supplemented from time to time (as so amended or supplementeddate hereof, the "Proxy Statement") , and Parent DHS shall prepare and file with the SEC at as soon as reasonably practicable after such appropriate time as determined by Parentdate, a registration statement on Form S-4 with respect to the Parent DHS Common Stock issuable in the Merger, and in which the Proxy Statement will be included within the prospectus. Parent DHS and the Company MAI shall use all reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing. Prior to the Effective Date, Parent DHS shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent DHS is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent DHS Common Stock in connection with the Merger and will pay all expenses incident thereto. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, Parent DHS shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent DHS, Merger Subsidiary and the Company MAI shall cooperate with each other in the preparation of the Form S-4 and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Form S-4 and any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Parent DHS or the CompanyMAI, as the case may be, and the SEC with respect to the Form S-4 or the Proxy Statement. DHS shall give MAI and its counsel the opportunity to review and comment on the Form S-4 and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Parent MAI, DHS, and the Company Merger Subsidiary agrees to use its reasonable best efforts, after consultation with each otherthe other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Form S-4 to be declared effective by the SEC at the earliest practicable time following such filing and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Parent DHS Common Stock and MAI Common Stock entitled to vote at the meeting meetings of the stockholders of Parent DHS and MAI at the earliest practicable time.

Preparation of Form S-4 and Proxy Statement. (a) Parent MAI and DHS shall prepare and file with the SEC at such appropriate time as determined by Parent, a proxy statement relating to soon as reasonably practicable after the shareholders meeting of Parent to be held in connection with the Merger, as amended or supplemented from time to time (as so amended or supplementeddate hereof, the "Proxy Statement") , and Parent MAI shall prepare and file with the SEC at as soon as reasonably practicable after such appropriate time as determined by Parentdate, a registration statement on Form S-4 with respect to the Parent MAI Common Stock issuable in the Merger, and in which the Proxy Statement will be included within the prospectus. Parent MAI and the Company DHS shall use all reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after such filing. Prior to the Effective Date, Parent MAI shall also take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent MAI is not now so qualified or subject) required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent MAI Common Stock in connection with the Merger and will pay all expenses incident thereto. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Form S-4, Parent MAI shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent MAI, Merger Subsidiary and the Company DHS shall cooperate with each other in the preparation of the Form S-4 and the Proxy Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Form S-4 and any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Parent MAI or the CompanyDHS, as the case may be, and the SEC with respect to the Form S-4 or the Proxy Statement. MAI shall give DHS and its counsel the opportunity to review and comment on the Form S-4 and all responses to requests for additional information by and replies to comments of the SEC A-39 40 before their being filed with, or sent to, the SEC. Each of Parent MAI, Merger Subsidiary and the Company DHS agrees to use its reasonable best efforts, after consultation with each otherthe other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause (i) the Form S-4 to be declared effective by the SEC at the earliest practicable time following such filing and to be kept effective as long as is necessary to consummate the Merger, and (ii) the Proxy Statement to be mailed to the holders of Parent DHS Common Stock and MAI Common Stock entitled to vote at the meeting meetings of the stockholders of Parent DHS and MAI at the earliest practicable time.