Common use of Preparation of Proxy Statement/Prospectus Clause in Contracts

Preparation of Proxy Statement/Prospectus. (a) As promptly as reasonably practicable following the date hereof, Schlumberger and Xxxxx shall prepare and file with the SEC the Proxy Statement/Prospectus, and Schlumberger shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Schlumberger’s prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Schlumberger and Xxxxx shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated thereby. (c) Schlumberger and Xxxxx shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments, and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement/Prospectus. Schlumberger shall provide Xxxxx with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide Xxxxx with a copy of all such filings and communications made with the SEC. (d) Schlumberger shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Schlumberger Common Stock in connection with the Merger, and Xxxxx shall furnish all information concerning Xxxxx and the holders of Xxxxx Common Stock as may be reasonably requested in connection with any such action. Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Schlumberger Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Schlumberger or Xxxxx, or any of their respective affiliates, officers or directors, should be discovered by Schlumberger or Xxxxx which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be filed promptly with the SEC and disseminated to the stockholders of Xxxxx.

Preparation of Proxy Statement/Prospectus. (a) As promptly as reasonably practicable following the date hereof, Schlumberger and Xxxxx Cameron shall prepare and file with the SEC the Proxy Statement/Prospectus, and Schlumberger shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Schlumberger’s prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Schlumberger and Xxxxx Cameron shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated thereby. (c) Schlumberger and Xxxxx Cameron shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments, and advise the other party of any oral comments, received from the SEC with respect to the Proxy Statement/Prospectus. Schlumberger shall provide Xxxxx Cameron with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide Xxxxx Cameron with a copy of all such filings and communications made with the SEC. (d) Schlumberger shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Schlumberger Common Stock in connection with the Merger, and Xxxxx Cameron shall furnish all information concerning Xxxxx Cameron and the holders of Xxxxx Cameron Common Stock as may be reasonably requested in connection with any such action. Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Schlumberger Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Schlumberger or XxxxxCameron, or any of their respective affiliates, officers or directors, should be discovered by Schlumberger or Xxxxx Cameron which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be filed promptly with the SEC and disseminated to the stockholders of XxxxxCameron.

Preparation of Proxy Statement/Prospectus. (a) As promptly as reasonably practicable following the date hereof, Schlumberger Parent and Xxxxx the Company shall prepare mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Members of the Company at the Company Members Meeting (such proxy statement/prospectus, and file with any amendments or supplements thereto, the SEC the “Proxy Statement/Prospectus”), and Schlumberger Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Schlumberger’s prospectusS-4. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Schlumberger Parent and Xxxxx the Company shall use reasonable best efforts to file the Form S-4 and have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the other transactions contemplated therebyby this Agreement. (c) Schlumberger Each of Parent and Xxxxx the Company shall, as promptly as practicable after receipt thereof, provide to the other party Parties copies of any written comments, comments and advise the other party Parties of any oral comments, received from the SEC with respect to the Proxy Statement/ProspectusProspectus or the Form S-4 received from the SEC. Schlumberger Parent shall provide Xxxxx the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, SEC and will promptly provide Xxxxx the Company with a copy of all such filings and communications made with the SEC. (d) Schlumberger The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed its Members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Schlumberger Common Stock in connection with the MergerMergers, and Xxxxx each of Parent and the Company shall furnish all information concerning Xxxxx it and the holders of Xxxxx Common Stock its capital stock or membership interests, as applicable, as may be reasonably requested in connection with any such action. Each party shall Party will advise the other partyParties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Schlumberger Parent Common Stock issuable in connection with the Merger Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If If, at any time prior to the Effective Time Time, any information relating to Schlumberger Parent or Xxxxx, the Company or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Schlumberger Parent or Xxxxx the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus 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 the light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party Parties hereto and, to the extent required by lawLaw, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed promptly with the SEC and disseminated to the stockholders Members of Xxxxxthe Company.