Common use of Preparation of Proxy Statement and Registration Statement Clause in Contracts

Preparation of Proxy Statement and Registration Statement. (a) Parent and the Company will jointly prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included) and the Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than sixty (60) days after the date hereof. The Company, Parent and Merger Sub shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and keep the Registration Statement effective for so long as necessary to consummate the Merger. (b) Parent and the Company shall make all necessary filings with respect to the 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 Party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed or the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of the Company and Parent will use reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (c) If at any time prior to the Effective Time, Parent or the Company discovers any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors that should be set forth in an amendment or supplement to the Registration Statement or the 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 that 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 the Company.

Preparation of Proxy Statement and Registration Statement. (a) Parent and As promptly as practicable following the Company will jointly date hereof, the parties hereto shall prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included), and Oracle shall file (or cause to be filed) the Registration Statement with the SEC and Siebel shall file the Proxy Statement with the SEC. Prior to the Registration Statement being declared effective under the 1933 Act by the SEC (a) Siebel shall execute and deliver to Cxxxxx Godward LLP and to Dxxxx Xxxx & Wxxxxxxx a tax representation letter in the form of Exhibit A hereto; (b) Oracle shall execute and deliver to Dxxxx Xxxx & Wxxxxxxx and to Cxxxxx Godward LLP a tax representation letter in the form of Exhibit B hereto; and (c) Parent shall execute and deliver to Dxxxx Xxxx & Wxxxxxxx and to Cxxxxx Godward LLP a tax representation letter in the form of Exhibit C hereto. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Siebel shall use commercially its reasonable best efforts to cause such filing Cxxxxx Godward LLP to be made no later than sixty deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (60y) days after the date hereof. The Company, each of Parent and Merger Sub Oracle shall cooperate with use its reasonable best efforts to cause Dxxxx Xxxx & Wxxxxxxx to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each other of such counsel shall be entitled to rely on the tax representation letters referred to in the preparation this Section 7.02. Each of the Registration Statement Parent, Oracle and Siebel shall use its reasonable best efforts to have the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made cleared by the other Party SEC and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities 1933 Act by the SEC as promptly as practicable after its such filing and Parent and Oracle shall use their reasonable best efforts to keep the Registration Statement effective for so as long as is necessary to consummate the Merger. (b) Parent Mergers and the Company transactions contemplated hereby. As promptly as practicable following the date hereof, each of Parent, Oracle and Siebel shall make all necessary other filings required to be made by it with respect to the Merger Mergers and the Transactions transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws Laws and the rules and regulations thereunder. Each Party of Parent, Oracle and Siebel shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement or Registration Statement received from the SEC. Siebel shall use reasonable best efforts to cause the Proxy Statement to be mailed to Siebel’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent, Oracle and Siebel will advise the other Partyparty, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed or effective, the issuance of any stop order or order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction. Each , or any request by the SEC for amendment of the Company and Parent will use reasonable best efforts to have any such stop order Proxy Statement or suspension liftedthe Registration Statement. If, reversed or otherwise terminated. (c) If at any time prior to the Effective Time, Parent or the Company discovers any information relating to Parent Oracle or the CompanySiebel, or any of their respective Affiliates, officers or directors directors, is discovered by Oracle or Siebel that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, Statement so that any of 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 that discovers party hereto discovering such information shall promptly notify the other Party and parties and, to the extent required by Law, the parties shall cause an appropriate amendment or supplement describing such information shall to be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanySiebel.

Preparation of Proxy Statement and Registration Statement. (a) Parent and As promptly as practicable following the Company will jointly date hereof, the parties hereto shall prepare and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included), and Oracle shall file (or cause to be filed) the Registration Statement with the SEC and Siebel shall file the Proxy Statement with the SEC. Prior to the Registration Statement being declared effective under the 1933 Act by the SEC (a) Siebel shall execute and deliver to Xxxxxx Godward LLP and to Xxxxx Xxxx & Xxxxxxxx a tax representation letter in the form of Exhibit A hereto; (b) Oracle shall execute and deliver to Xxxxx Xxxx & Xxxxxxxx and to Xxxxxx Godward LLP a tax representation letter in the form of Exhibit B hereto; and (c) Parent shall execute and deliver to Xxxxx Xxxx & Xxxxxxxx and to Xxxxxx Godward LLP a tax representation letter in the form of Exhibit C hereto. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Siebel shall use commercially its reasonable best efforts to cause such filing Xxxxxx Godward LLP to be made no later than sixty deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (60y) days after the date hereof. The Company, each of Parent and Merger Sub Oracle shall cooperate with use its reasonable best efforts to cause Xxxxx Xxxx & Xxxxxxxx to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each other of such counsel shall be entitled to rely on the tax representation letters referred to in the preparation this Section 7.02. Each of the Registration Statement Parent, Oracle and Siebel shall use its reasonable best efforts to have the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made cleared by the other Party SEC and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements of the Securities Act and Exchange Act, respectively, and the rules and regulations promulgated thereunder and (B) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) have the Registration Statement declared effective under the Securities 1933 Act by the SEC as promptly as practicable after its such filing and Parent and Oracle shall use their reasonable best efforts to keep the Registration Statement effective for so as long as is necessary to consummate the Merger. (b) Parent Mergers and the Company transactions contemplated hereby. As promptly as practicable following the date hereof, each of Parent, Oracle and Siebel shall make all necessary other filings required to be made by it with respect to the Merger Mergers and the Transactions transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws Laws and the rules and regulations thereunder. Each Party of Parent, Oracle and Siebel shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement or Registration Statement received from the SEC. Siebel shall use reasonable best efforts to cause the Proxy Statement to be mailed to Siebel’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act. Each of Parent, Oracle and Siebel will advise the other Partyparty, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed or effective, the issuance of any stop order or order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction. Each , or any request by the SEC for amendment of the Company and Parent will use reasonable best efforts to have any such stop order Proxy Statement or suspension liftedthe Registration Statement. If, reversed or otherwise terminated. (c) If at any time prior to the Effective Time, Parent or the Company discovers any information relating to Parent Oracle or the CompanySiebel, or any of their respective Affiliates, officers or directors directors, is discovered by Oracle or Siebel that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, Statement so that any of 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 that discovers party hereto discovering such information shall promptly notify the other Party and parties and, to the extent required by Law, the parties shall cause an appropriate amendment or supplement describing such information shall to be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the CompanySiebel.

Preparation of Proxy Statement and Registration Statement. (a) Parent Promptly following the Execution Date, New Sabine Holdings and Forest shall cooperate in preparing, and Forest and New Forest, as applicable, shall file with the SEC, (i) a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) in order to seek the Forest Stockholder Approval and (ii) a registration statement on Form S-4 to register the issuance of the New Forest Common Stock to be issued pursuant to the Forest Merger and the Company will jointly prepare Contribution (together with all amendments thereto, the “Registration Statement”), and cause to be filed with the SEC the Registration Statement (in which the Proxy Statement will be included) and the Proxy Statement and shall use commercially reasonable efforts to cause such filing to be made no later than sixty (60) days after the date hereofincluded as a prospectus. The Company, Parent and Merger Sub shall cooperate with each other in the preparation of the Registration Statement and the Proxy Statement and furnish all information concerning itself and its Affiliates that is required in connection with the preparation of the Registration Statement or Proxy Statement and any amendments or supplements thereto. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement or response to SEC comments will be made by Parent or the Company without providing the other Party a reasonable opportunity to review and comment thereon and such Party shall give reasonable consideration to any comments made by the other Party and its Representatives; provided, that with respect to documents filed by a Party related to the Transactions which are incorporated by reference in the Registration Statement or Proxy Statement, the other Party’s right to comment shall not apply with respect to information (if any) relating to the filing Party’s business, financial condition or results of operations. Each of Parent and the Company shall use its commercially reasonable efforts to (i) cause the Registration Statement and the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the holders of Company Common Stock and at the time of the Company Stockholders Meeting, to (A) comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act, respectively, Act and the rules and regulations promulgated thereunder and other applicable Law. Each of New Sabine Holdings, Forest and New Forest will use its reasonable best efforts to have the Registration Statement become effective and the Proxy Statement cleared by the SEC as promptly as is practicable after filing and keep the Registration Statement effective for so long as necessary to consummate the Transactions, and each of New Sabine Holdings and Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Forest Common Stock as promptly as practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC. No amendment or supplement to the Registration Statement or the Proxy Statement shall be filed without the approval of New Sabine Holdings and Forest, which, in either case, approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to documents filed by any Forest Party that are incorporated by reference in the Registration Statement or in the Proxy Statement, such approval by New Sabine Holdings shall apply only with respect to information in such document relating to any Sabine Party or its Affiliates or its business, financial condition or results of operations or the transactions contemplated hereby. (Bb) not New Sabine Holdings and Forest each agrees, as to itself and its Subsidiaries, to use reasonable best efforts so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, 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 made therein, in light of the circumstances under which they such statements were made, not misleading and (ii) have the Registration Proxy Statement declared effective under and any amendment or supplement thereto will, at the Securities Act as promptly as practicable after its filing date of mailing to stockholders and keep at the Registration Statement effective for so long as time of the Forest Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to consummate make the Merger. (b) Parent and the Company shall make all necessary filings with respect to the 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 Partystatements therein, promptly after it receives notice thereof, in light of the time when the Registration Statement has become effective or any supplement or amendment has been filed or the issuance of any stop order or the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of the Company and Parent will use reasonable best efforts to have any circumstances under which such stop order or suspension liftedstatement was made, reversed or otherwise terminatednot misleading. (c) If at any time prior to the Effective Time, Parent or the Company any party discovers any information relating to Parent Sabine Holdings or the CompanyForest, or any of their respective Affiliates, directors or officers or directors that should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, 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 party that discovers such information shall promptly notify the other Party party and an appropriate amendment or supplement describing such information the parties shall be promptly filed file with the SEC and, to the extent required by applicable Law, disseminated disseminate such information to the stockholders of Forest. (d) The parties shall notify each other promptly of the Companyreceipt of any correspondence, communications or comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Registration Statement or for additional information and shall supply each other with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement or the Registration Statement.