Common use of Preparation of Joint Proxy Statement Clause in Contracts

Preparation of Joint Proxy Statement. (a) Ohm will promptly furnish to Firefly such data and information relating to it, its Subsidiaries (including Merger Sub and LLC Sub) and the holders of its capital stock, as Firefly may reasonably request for the purpose of including such data and information in the Joint Proxy Statement and any amendments or supplements thereto. Firefly will promptly furnish to Ohm such data and information relating to it, its Subsidiaries and the holders of its capital stock, as Ohm may reasonably request for the purpose of including such data and information in the Registration Statement, the Joint Proxy Statement and any amendments or supplements thereto. (b) Promptly following the date hereof, Firefly and Ohm shall cooperate in preparing and shall use their respective reasonable best efforts to cause to be filed with the SEC as promptly as practicable following the execution of this Agreement, a mutually acceptable (A) Joint Proxy Statement relating to matters submitted to the holders of Firefly Common Stock at the Firefly Stockholders Meeting and matters submitted to holders of Ohm Capital Stock at the Ohm Stockholders Meeting and (B) the Registration Statement (of which the Joint Proxy Statement will be a part). Firefly and Ohm shall each use reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond as promptly as practicable to any comments of the SEC or its staff. Ohm and Firefly shall use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act promptly after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. Each of Firefly and Ohm will advise the other promptly after it receives any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information, and Ohm and Firefly shall jointly prepare any response to such comments or requests. Each of Ohm and Firefly agrees to permit the other (in each case, to the extent practicable), and their respective counsels, to participate in all meetings and conferences with the SEC. Each of Firefly and Ohm shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Firefly and Ohm will (A) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) include in such document or response all comments reasonably and promptly proposed by the other and (C) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Ohm and Firefly shall make all necessary filings with respect to the Mergers and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each Party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Ohm Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. Each of Firefly and Ohm will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Company Merger Effective Time, any information relating to Ohm or Firefly, or any of their respective Affiliates, officers or directors, should be discovered by Ohm or Firefly that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were 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 filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Firefly and the stockholders of Ohm.

Preparation of Joint Proxy Statement. (a) Ohm Parent will promptly furnish to Firefly the Company such data and information relating to it, its Subsidiaries (including Merger Sub and LLC Sub) and the holders of its capital stock, as Firefly the Company may reasonably request for the purpose of including such data and information in the Joint Proxy Statement and any amendments or supplements thereto. Firefly The Company will promptly furnish to Ohm Parent such data and information relating to it, its Subsidiaries and the holders of its capital stock, as Ohm Parent may reasonably request for the purpose of including such data and information in the Registration Statement, the Joint Proxy Statement and any amendments or supplements thereto. (b) Promptly following the date hereof, Firefly the Company and Ohm Parent shall cooperate in preparing and shall use their respective reasonable best efforts to cause to be filed with the SEC as promptly as practicable following the execution of this Agreement, a mutually acceptable (A) Joint Proxy Statement relating to matters submitted to the holders of Firefly Company Common Stock at the Firefly Company Stockholders Meeting and matters submitted to holders of Ohm Parent Capital Stock at the Ohm Parent Stockholders Meeting and (B) the Registration Statement (of which the Joint Proxy Statement will be a part). Firefly The Company and Ohm Parent shall each use reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond as promptly as practicable to any comments of the SEC or its staff. Ohm Parent and Firefly the Company shall use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act promptly as soon after the filing as reasonably practicable and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger. Each of Firefly the Company and Ohm Parent will advise the other promptly after it receives any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information, information and Ohm Parent and Firefly the Company shall jointly prepare any response to such comments or requests. Each , and each of Ohm Parent and Firefly the Company agrees to permit the other (in each case, to the extent practicable), and their respective counsels, to participate in all meetings and conferences with the SEC. Each of Firefly the Company and Ohm Parent shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Firefly the Company and Ohm Parent will (A) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) include in such document or response all comments reasonably and promptly proposed by the other and (C) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Ohm Parent and Firefly the Company shall make all necessary filings with respect to the Mergers Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each Party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Ohm Parent Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction. Each of Firefly the Company and Ohm Parent will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Company Merger Effective Time, any information relating to Ohm Parent or Fireflythe Company, or any of their respective Affiliates, officers or directors, should be discovered by Ohm Parent or Firefly the Company that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were 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 filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Firefly the Company and the stockholders of OhmParent.

Preparation of Joint Proxy Statement. (a) Ohm The Company will promptly furnish to Firefly such data and information relating to it, its Subsidiaries (including Merger Sub and LLC Sub) and the holders of its capital stock, as Firefly may reasonably request for the purpose of including such data and information in the Joint Proxy Statement and any amendments or supplements thereto. Firefly will promptly furnish to Ohm Parent such data and information relating to it, its Subsidiaries and the holders of its capital stock, as Ohm Parent may reasonably request for the purpose of including such data and information in the Registration Statement, the Joint Proxy Statement and any amendments or supplements thereto. Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including US Holdings, Merger Sub 1 and Merger Sub 2) and the holders of its share capital, as the Company may reasonably request for the purpose of including such data and information in the Joint Proxy Statement and any amendments or supplements thereto. (b) Promptly following the date hereof, Firefly the Company and Ohm Parent shall cooperate in preparing preparing, and Parent shall use their respective reasonable best efforts to (with the Company’s cooperation) cause to be filed with the SEC and the applicable Canadian Securities Regulatory Authorities as promptly as practicable following the execution of this Agreement (it being understood that the Parties shall each use reasonable best efforts to cause the initial Registration Statement to be filed within thirty (30) Business Days of the date of this Agreement), a mutually acceptable (A) Joint Proxy Statement relating to matters to be submitted to the holders of Firefly Company Common Stock at the Firefly Company Stockholders Meeting and matters to be submitted to holders of Ohm Capital Stock Parent Common Shares at the Ohm Stockholders Parent Shareholders Meeting and (B) the Registration Statement (of which the Joint Proxy Statement will be a part). Firefly The Company and Ohm Parent shall each use reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and any applicable Canadian Securities Laws and to respond as promptly as practicable to any comments of the SEC or its staffstaff or any Canadian Securities Regulatory Authority. Ohm Parent and Firefly the Company shall each use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act promptly after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. The Company and Parent shall each file the Joint Proxy Statement in definitive form with the SEC and the applicable Canadian Securities Regulatory Authorities and mail the Joint Proxy Statement to its stockholders or shareholders, as applicable, as promptly as practicable following the Registration Statement being declared effective and being approved by the applicable Canadian Securities Regulatory Authorities. Each of Firefly the Company and Ohm Parent will advise the other promptly after it receives any request by the SEC or any Canadian Securities Regulatory Authority for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC or any Canadian Securities Regulatory Authority for additional information, and Ohm and Firefly shall jointly prepare any response to such comments or requests. Each of Ohm Parent and Firefly the Company agrees to permit the other (in each case, to the extent practicable), and their respective counsels, to participate in all meetings and conferences with the SECSEC or any Canadian Securities Regulatory Authority. Each of Firefly the Company and Ohm Parent shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or any Canadian Securities Regulatory Authority in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunderthereunder and the applicable requirements of the Canadian Securities Laws. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or any Canadian Securities Regulatory Authority with respect thereto, each of Firefly the Company and Ohm Parent will (A) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) include consider in good faith for inclusion in such document or response all comments reasonably and promptly proposed by the other and (C) not file or mail such document or respond to the SEC or any applicable Canadian Securities Regulatory Authority prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing clauses (A) through (C) shall not apply to any amendment or supplement or response of (x) the Company to the extent relating primarily to a Company Change of Recommendation made in accordance with Section 6.3 or (y) Parent to the extent relating primarily to a Parent Change of Recommendation made in accordance with Section 6.4. (c) Ohm Parent and Firefly the Company shall make as promptly as reasonably practicable all necessary filings with respect to the Mergers and the Transactions under the Securities Act and Act, the Exchange Act Act, Canadian Securities Laws and applicable blue sky laws and the rules and regulations thereunder. Each Party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Ohm Parent Common Stock Shares issuable in connection with the Mergers First Merger for offering or sale in any jurisdiction. Each of Firefly the Company and Ohm Parent will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Company First Merger Effective Time, any information relating to Ohm Parent or Fireflythe Company, or any of their respective Affiliates, officers or directors, should be discovered by Ohm Parent or Firefly the Company that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were 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 filed with the SEC or any Canadian Securities Regulatory Authority and, to the extent required by applicable Law, disseminated to the stockholders of Firefly the Company and the stockholders shareholders of OhmParent.

Preparation of Joint Proxy Statement. Prospectus; ------------------------------------------------ Registration Statement. ---------------------- (a) Ohm will As promptly furnish to Firefly such data as practicable after the execution of this Agreement, (i) G-P and information Plum Creek shall prepare and file with the SEC the Joint Proxy Statement/Prospectus relating to itthe Timber Group Shareholder Meeting and the Plum Creek Stockholder Meeting to be held in connection with the Mergers and (ii) Plum Creek shall prepare and file with the SEC the Merger Registration Statement in which the Joint Proxy Statement/Prospectus shall be included as a prospectus, its Subsidiaries (including in connection with the registration under the Securities Act of the shares of Plum Creek Common Stock to be issued to the shareholders of the Timber Group Common Stock pursuant to the Mergers. Each of Plum Creek and G-P will use commercially reasonable efforts to cause the Merger Sub Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Merger Registration Statement, Plum Creek shall take all or any action required under any applicable Federal or state securities laws in connection with the issuance of shares of Plum Creek Common Stock in the Mergers. Each of Plum Creek and LLC Sub) G-P shall furnish all information concerning it and the holders of its capital stock, stock as Firefly the other may reasonably request for the purpose of including in connection with such data and information in the Joint Proxy Statement and any amendments or supplements thereto. Firefly will promptly furnish to Ohm such data and information relating to it, its Subsidiaries actions and the holders preparation of its capital stock, as Ohm may reasonably request for the purpose of including such data and information in the Registration Statement, the Joint Proxy Statement and any amendments or supplements thereto. (b) Promptly following the date hereof, Firefly and Ohm shall cooperate in preparing and shall use their respective reasonable best efforts to cause to be filed with the SEC as promptly as practicable following the execution of this Agreement, a mutually acceptable (A) Joint Proxy Statement relating to matters submitted to the holders of Firefly Common Stock at the Firefly Stockholders Meeting and matters submitted to holders of Ohm Capital Stock at the Ohm Stockholders Meeting and (B) the Registration Statement (of which the Joint Proxy Statement will be a part). Firefly and Ohm shall each use reasonable best efforts to cause the Merger Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond as Statement/Prospectus. As promptly as practicable after the Merger Registration Statement shall have become effective, but in no event prior to any comments the receipt of the SEC or its staff. Ohm Private Letter Ruling, each of Plum Creek and Firefly G-P shall use reasonable best efforts to cause the Registration Statement to become effective under the Securities Act promptly after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. Each of Firefly and Ohm will advise the other promptly after it receives any request by the SEC for amendment of mail the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information, and Ohm and Firefly shall jointly prepare any response to such comments or requests. Each of Ohm and Firefly agrees to permit the other (in each case, Statement/Prospectus to the extent practicable)holders of Plum Creek Common Equity or Timber Group Common Stock, and their respective counselsas the case may be. Subject to Section 6.10, to participate in all meetings and conferences with the SEC. Each of Firefly and Ohm Joint Proxy Statement/Prospectus shall use reasonable best efforts to cause all documents that it is responsible for filing with include the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements recommendation of the Securities Act Board of Directors of each of Plum Creek and G-P in favor of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, prior to filing the Registration Statement Mergers. (or any b) No amendment or supplement thereto) or filing or mailing to the Joint Proxy Statement/Prospectus or the Merger Registration Statement (will be made by Plum Creek or any amendment or supplement thereto) or responding to any comments G-P without the consent of the SEC with respect thereto, each of Firefly and Ohm will other party (A) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (B) include in such document or response all comments reasonably and promptly proposed by the other and (C) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed. (c) Ohm ). Plum Creek and Firefly shall make all necessary filings with respect to the Mergers and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each Party G-P each will advise the other, promptly after it receives notice thereof, of the time when the Merger Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Ohm Plum Creek Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. Each of Firefly and Ohm will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (d) If at any time prior to the Company Merger Effective Time, any information relating to Ohm or Firefly, or any request by the SEC for amendment of their respective Affiliates, officers or directors, should be discovered by Ohm or Firefly that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus or the Merger Registration Statement or comments thereon and responses thereon or requests by the SEC for additional information. (c) The information supplied by Plum Creek for inclusion in the Merger Registration Statement and the Joint Proxy Statement/Prospectus shall not, so that such documents would not include at (i) the time the Merger Registration Statement is declared effective, (ii) the time the Joint Proxy Statement/Prospectus (or any misstatement amendment thereof or supplement thereto) is first mailed to the stockholders of Plum Creek and the Timber Group shareholders and (iii) the time of each of the Timber Group Shareholder Meeting and the Plum Creek Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If at any time prior to the Effective Time, the Party which discovers any event or circumstance relating to Plum Creek or any of its Subsidiaries, or their respective officers or directors, should be discovered by Plum Creek and such information should be set forth in an amendment or a supplement to the Merger Registration Statement or Joint Proxy Statement/Prospectus, Plum Creek shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed inform G-P. All documents that G-P is responsible for filing with the SEC andin connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The information supplied by G-P for inclusion in the Merger Registration Statement and the Joint Proxy Statement/Prospectus shall not, at (i) the time the Merger Registration Statement is declared effective, (ii) the time the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the extent Timber Group shareholders and stockholders of Plum Creek and (iii) the time of each of the Timber Group Shareholder Meeting and the Plum Creek Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required by applicable Law, disseminated to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the stockholders Effective Time, any event or circumstance relating to the Timber Group should be discovered by G-P and such information should be set forth in an amendment or a supplement to the Merger Registration Statement or Joint Proxy Statement/Prospectus, G-P shall promptly inform Plum Creek. All documents that Plum Creek is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of Firefly the Securities Act and the stockholders of Ohmrules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.