Common use of Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings Clause in Contracts

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing the Joint Proxy Statement/Prospectus and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which shares of Holdco Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) (in which the Joint Proxy Statement/Prospectus will be included), and shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, and the recommendation of the Board of Directors of the Company and of the Board of Directors of Parent in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a Company Change in Recommendation permitted by Section 7.4 (in the case of the Company Recommendation) or there has been a Parent Change in Recommendation permitted by Section 7.5 (in the case of the Parent Recommendation). Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies of any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition Proposal.

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable practicable, and in any event within 45 days after the date execution of this Agreement, the Company and Parent shall cooperate in preparing and cause to be filed with the SEC the Joint Proxy Statement/Prospectus Prospectus, and Parent shall prepare, together with the Company, and file with the SEC the registration statement on Form S-4 (and or any amendment or supplement thereto) thereto pursuant to which shares of Holdco Parent Common Stock issuable in the Merger Amalgamation will be registered with the SEC (the “Registration Statement”) (in which the Joint Proxy Statement/Prospectus will be included), and shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act practicable and to keep the Registration Statement effective as long as is necessary to consummate the MergerAmalgamation. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, and the recommendation of each of the Board Boards of Directors of the Company and of the Board of Directors of Parent in favor of approval and adoption of this Agreement, the Amalgamation Agreement and the Amalgamation, and any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a the Board of Directors of the Company Change in Recommendation shall have withdrawn or modified its approval or recommendation of this Agreement, the Amalgamation Agreement or the Amalgamation to the extent such action is permitted by Section 7.4 (7.4, and, with respect to the Board of Directors of Parent, in the case favor of the Company Recommendation) or there has been a Parent Change in Recommendation permitted by Section 7.5 (in the case approval and adoption of the Parent Recommendation)Share Issuance and the Parent Charter Amendment. Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies of copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the The Registration Statement (or any amendment or supplement thereto) or mailing and the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments shall, at the time of the SEC with respect thereto, each of the Company Stockholders Meeting and the Parent shall cooperate Stockholders Meeting, comply as to form in all material respects with the Securities Act and provide the other a reasonable opportunity to review Exchange Act and comment on such document or response in advance (including the proposed final version of such document or response), except to rules and regulations promulgated by the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition ProposalSEC thereunder.

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing the Joint Proxy Statement/Prospectus and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which the issuance of shares of Holdco Parent Common Stock issuable in connection with the Merger (the “Share Issuance”) will be registered with the SEC (the “Registration Statement”) (in which the Joint Proxy Statement/Prospectus will be included), and Parent shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, the Committee Recommendation and the recommendation of the Board of Directors of the Company and of the Board of Directors of Parent in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a Company Change in Recommendation permitted by Section 7.4 7.04 (in the which case of the Company RecommendationRecommendation may be excluded) or there has been a Parent Change in Recommendation permitted by Section 7.5 7.05 (in the which case of the Parent RecommendationRecommendation or the Committee Recommendation may be excluded). Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide one another copies of any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and or the Registration Statement and Statement, promptly advise one another of any oral comments received from the SEC with respect thereto and promptly provide one another with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand with respect thereto. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response)) and shall consider in good faith any such comments, except to the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition Proposal.

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable practicable, and in any event within 46 days after the date execution of this AgreementAgreement if practicable, the Company and Parent shall cooperate in preparing the Joint Proxy Statement/Prospectus in preliminary form, and Parent shall prepare, with the cooperation of the Company, and file with the SEC the registration statement on Form S-4 (and in which the Joint Proxy Statement/Prospectus will be included), or any amendment or supplement thereto) , pursuant to which shares of Holdco Parent Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) (in which the Joint Proxy Statement/Prospectus will be included), and shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, and the recommendation of each of the Board Boards of Directors of the Company and of the Board of Directors of Parent in favor of approval and adoption of this Agreement and the Combination, or of the Parent Share Issuance and Parent Charter Amendment, as applicable, and any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a the Company Change in Recommendation Board of Directors shall have withdrawn or modified its approval or recommendation of this Agreement or the Combination to the extent that such action is permitted by Section 7.4 (in 7.4, and except to the case extent the Parent Board of Directors shall have withdrawn or modified its approval or recommendation of the Company Recommendation) or there has been a approval and adoption of the Parent Change in Recommendation Share Issuance and the Parent Charter Amendment, to the extent that such action is permitted by Section 7.5 (in the case of the Parent Recommendation)7.5. Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies of copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each Each of the Company and Parent shall cooperate use reasonable best efforts to cause the Registration Statement and provide the other a reasonable opportunity Joint Proxy Statement/Prospectus, at the time of each of the Company Stockholders Meeting and the Parent Stockholders Meeting, to review comply as to form in all material respects with the Securities Act and comment on such document or response in advance (including the proposed final version of such document or response), except to Exchange Act and the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition Proposalrules and regulations promulgated by the SEC thereunder.

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable practicable, and in any event within 40 days after the date execution of this Agreement, the Company and Parent shall cooperate in preparing and cause to be filed with the SEC the Joint Proxy Statement/Prospectus Prospectus, and Parent shall prepare, together with the Company, and file with the SEC the registration statement on Form S-4 (and or any amendment or supplement thereto) thereto pursuant to which shares of Holdco Parent Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) (in which the Joint Proxy Statement/Prospectus will be included), and shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, and the recommendation of each of the Board Boards of Directors of the Company and of the Board of Directors of Parent in favor of approval and adoption of this Agreement and the Combination, and any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a the Board of Directors of the Company Change in Recommendation shall have withdrawn or modified its approval or recommendation of this Agreement or the Combination to the extent such action is permitted by Section 7.4 (7.4, and, with respect to the Board of Directors of Parent, in the case favor of the Company Recommendation) or there has been a Parent Change in Recommendation permitted by Section 7.5 (in the case approval and adoption of the Parent Recommendation)Share Issuance and the Parent Charter Amendment. Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies of copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the The Registration Statement (or any amendment or supplement thereto) or mailing and the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments shall, at the time of the SEC with respect thereto, each of the Company Stockholders Meeting and the Parent shall cooperate Stockholders Meeting, comply as to form in all material respects with the Securities Act and provide the other a reasonable opportunity to review Exchange Act and comment on such document or response in advance (including the proposed final version of such document or response), except to rules and regulations promulgated by the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition ProposalSEC thereunder.

Preparation of Joint Proxy Statement/Prospectus and Registration Statement; Stockholder Meetings. (a) As promptly as reasonably practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing the Joint Proxy Statement/Prospectus and the registration statement on Form S-4 (and any amendment or supplement thereto) pursuant to which shares of Holdco Common Stock issuable in the Merger will be registered with the SEC (the “"Registration Statement”") (in which the Joint Proxy Statement/Prospectus will be included), and shall cause Holdco to file the Joint Proxy Statement/Prospectus and the Registration Statement with the SEC. Each of Holdco, Parent and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable, to ensure that the Registration Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include the Company Recommendation, the Parent Recommendation, and the recommendation of the Board of Directors of the Company and of the Board of Directors of Parent in favor of approval of any resolution required by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration Statement pursuant to Item 402(t) of Regulation S-K, and the Parent Recommendation, except to the extent there has been a Company Change in Recommendation permitted by Section 7.4 (in the case of the Company Recommendation) or there has been a Parent Change in Recommendation permitted by Section 7.5 (in the case of the Parent Recommendation). Each of the Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies of any written comments received from the SEC with respect to the Joint Proxy Statement/Prospectus and the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response), except to the extent such disclosures relate to a Company Acquisition Proposal or a Parent Acquisition Proposal.