Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission on or prior to the stockholders Filing Date a Registration Statement on Form S-3 or its successor form (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on another appropriate form in accordance herewith, which shall include a Plan of Seller who are to vote upon this Agreement and Distribution substantially in the Parent Merger Documents form of Exhibit A annexed hereto, unless in connection with a Piggyback Registration), or such other form agreed to by the transactions contemplated hereby Company and to be part of by the Majority Holders, and cause the Registration Statement to be filed by Acquiror with the Commission pursuant become effective and remain effective as provided herein; provided, however, that not less than five (5) Business Days prior to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When filing of the Registration Statement or any post-effective related Prospectus or any amendment or supplement thereto, the Company shall, if reasonably practicable: (i) furnish to the Holders, their Special Counsel and any managing underwriters, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders, their Special Counsel and such managing underwriters and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to such Holders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Majority Holders, their Special Counsel or any managing underwriters shall become effectivereasonably object, and at all times subsequent will not request acceleration of such Registration Statement without prior notice to such effectiveness, up to and including the time counsel. The sections of the last stockholder meeting such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holder’s beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. FindWhat shall, as soon as is reasonably practicable following the date of this Agreement, prepare and file with the Commission the Registration Statement, in which the Proxy Statement will be included as a prospectus. The parties hereto Registration Statement shall jointly prepare register the issuance of FindWhat Common Shares in connection with the Merger. Subject to Section 5.1, FindWhat shall use its reasonable best efforts to: (i) have the Registration Statement declared effective under the Securities Act as promptly as practicable a proxy statement after such filing, (ii) cause the Proxy Statement to be mailed to the stockholders FindWhat Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act, and (iii) maintain the effectiveness of Seller who are the Registration Statement through the Effective Time. FindWhat shall also take any action (other than qualifying to vote 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 FindWhat Common Shares in the Merger, upon this Agreement the exercise of FindWhat Exchange Options, and upon the Parent Merger Documents issuance of such other FindWhat securities in connection with the transactions contemplated hereby and by this Agreement. Subject to Section 5.1, Espotting shall use its reasonable best efforts to cause the Proxy Statement to be part mailed to the Espotting Stockholders as promptly as practicable after the Registration Statement is declared effective, along with such other information as it deems appropriate to meet the requirements of Applicable Law in the solicitation of the approvals of its stockholders pursuant to Section 5.3(a). FindWhat and Espotting 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 with respect to, or requests for amendment of the Registration Statement received from the Commission. FindWhat shall provide Espotting with a reasonable opportunity to be filed by Acquiror review and comment on any amendment or supplement to the Registration Statement prior to filing such with the Commission pursuant Commission, and shall provide Espotting with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the 1933 Act with respect contrary, the Registration Statement shall not be filed, and no amendment or supplement to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto Proxy Statement shall become effective, and at all times subsequent to such effectiveness, up to and including be made without the time approval of the last stockholder meeting with respect information included by the party that supplied that information. If at any time prior to the transactions contemplated herebyEffective Time any information relating to FindWhat or Espotting, such or any of their respective affiliates, officers or directors, should be discovered by FindWhat or Espotting which should be set forth in an amendment or supplement to the Registration Statement and all amendments or supplements theretothe Proxy Statement, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions so that any of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will such documents would not contain include any untrue statement misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances in which they were made, not misleading. Acquiror will advise Seller , the party which discovers such information shall promptly after it receives notice thereof of notify the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Registration Statement or for additional informationFindWhat and Espotting.

Preparation of Registration Statement. The parties hereto F&G and FNF shall jointly prepare prepare, and F&G shall file with the SEC the Registration Statement. F&G shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the Distribution. F&G shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a proxy statement general consent to service of process) required to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents taken under any applicable state securities Laws in connection with the transactions contemplated hereby distribution of shares of F&G Common Stock in the Distribution, and to FNF shall furnish all information concerning FNF and the holders of shares of FNF Common Stock as may be part of reasonably requested by F&G in connection with any such action. No filing of, or amendment or supplement to, the Registration Statement to will be filed by Acquiror with the Commission pursuant made without FNF’s consent (which may be oral or written and shall not be unreasonably withheld, delayed, or conditioned). If at any time prior to the 1933 Act with respect Closing any information relating to FNF, F&G or any of their respective Affiliates, directors or officers, should be discovered by FNF or F&G which should be set forth in an amendment or supplement to the shares to be issued in connection with the Mergers. When Registration Statement, so that the Registration Statement or would not include any post-effective amendment thereto shall become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the holders of FNF Common Stock. Acquiror will advise Seller The parties shall notify each other promptly after it receives notice thereof of the time when receipt of any comments from the Registration Statement has become effective SEC or any supplement or amendment thereto has been filed, the staff of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or SEC and of any request by the Commission SEC or the staff of the SEC for the amendment amendments or supplement of supplements to the Registration Statement or for additional informationinformation and shall supply each other with copies of (x) correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or the transactions contemplated hereby and (y) all orders of the SEC relating to the Registration Statement.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement to be mailed to after the stockholders execution and delivery of Seller who are to vote upon this Agreement Agreement, Parent and the Parent Merger Documents in connection Company shall prepare and file with the transactions contemplated hereby SEC the Registration Statement, including the Proxy Statement / Prospectus contained therein. Parent and the Company shall use their reasonable best efforts to be part of cause the Registration Statement to be filed by Acquiror declared effective under the Securities Act as promptly as practicable after such filing. Parent shall take such action (other than qualifying to do business in any state or jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Commission pursuant to the 1933 Act with respect to the registration and qualification of shares of Parent Common Stock to be issued in the Merger. The Company shall furnish all information concerning the Company and the holders of Company Shares as may be reasonably required or requested by Parent in connection with such actions and the Mergerspreparation of the Registration Statement. When The Company shall cause the Proxy Statement / Prospectus to be mailed to its stockholders as promptly as practicable after the Registration Statement or any post-shall have become effective amendment thereto shall become effective, under the Securities Act. The respective parties will cause the Proxy Statement / Prospectus and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or comply as to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply form in all material respects with the applicable provisions of the 1933 Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleadingthereunder. Acquiror Parent will advise Seller the Company, promptly after it receives notice thereof thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation jurisdiction or threat of any proceeding for any such purpose, or of any request by the Commission SEC for amendment of the amendment Proxy Statement / Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC.

Preparation of Registration Statement. The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed Prepare and file with the Commission on or prior to the stockholders Filing Date a Registration Statement on Form S-3 or its successor form (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate form in accordance herewith (which shall include a plan of Seller who are to vote distribution reasonably agreed upon this Agreement and by the Parent Merger Documents parties hereto, in the form of EXHIBIT A annexed hereto, unless in connection with an Underwritten Offering) or in connection with an Underwritten Offering hereunder, such other form agreed to by the transactions contemplated hereby Company and by a majority-in-interest of Holders of Registrable Securities to be part of covered by such Registration Statement) (except if otherwise directed by the Holders), and cause the Registration Statement to be filed by Acquiror with the Commission pursuant become effective and remain effective as provided herein; PROVIDED, HOWEVER, that not less than five (5) Business Days prior to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When filing of the Registration Statement or any post-effective related Prospectus or any amendment or supplement thereto shall become effective(including any document that would be incorporated therein by reference), the Company shall, if reasonably practicable (i) furnish to the Holders, their counsel and any managing underwriters, copies of all such documents proposed to be filed (including documents incorporated by reference), which documents will be subject to the review of such Holders, their counsel and such managing underwriters, and at all times subsequent (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such effectivenessinquiries as shall be necessary, up in the reasonable opinion of respective counsel to such Holders and including such underwriters, to conduct a reasonable investigation within the time meaning of the last stockholder meeting Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities, their counsel or any managing underwriters shall reasonably object within three (3) Business Days after receipt of copies of any such documents, and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the transactions contemplated herebyHolders, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions Holder's beneficial ownership of securities of the 1933 Act and Company or the rules and regulations Holders intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationHolders.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement and no later than 45 days following the date of this Agreement, MEOA and the Company shall prepare and mutually agree upon (such agreement not to be mailed to unreasonably withheld, conditioned or delayed by either MEOA or the stockholders of Seller who are to vote upon this Agreement Company, as applicable), and MEOA shall file with the Parent Merger Documents SEC, the Registration Statement (it being understood that the Registration Statement shall include the Joint Proxy Statement/Prospectus, in connection with the transactions contemplated hereby and to be part registration under the Securities Act of the Registration Statement to be filed by Acquiror with offer and sale of the Commission pursuant to the 1933 Act with respect to the shares MEOA Shares to be issued in connection with the MergersMerger and which will be used as a proxy statement for the MEOA Stockholders Meeting and the Company Stockholders Meeting. When Each of MEOA and the Company shall use its reasonable best efforts to (a) cause the Registration Statement or any post-effective amendment thereto shall become effectiveStatement, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect Joint Proxy Statement/Prospectus, to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement and the Joint Proxy Statement/Prospectus under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of any comments of the SEC or its staff with respect to the Registration Statement received by such Party, and respond promptly thereto; (c) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and Exchange Commission thereunder (d) keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. MEOA, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of MEOA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement and/or the Joint Proxy Statement/Prospectus, then: (i) such Party shall promptly inform, in the case of any MEOA Party, the Company, or, in the case of the Company, MEOA, thereof; (ii) will such Party shall prepare and mutually agree upon with, in the case of MEOA, the Company, or, in the case of the Company, MEOA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement and/or the Joint Proxy Statement/Prospectus; (iii) MEOA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in disseminating such amendment or supplement to the Pre-Closing MEOA Holders and the Company Stockholders. MEOA shall as promptly as is reasonably practicable advise the Company of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of MEOA Shares for offering or sale in any jurisdiction, and MEOA and the Company shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use their reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on their behalf for inclusion or incorporation by reference in the Registration Statement, including the Joint Proxy Statement/Prospectus will, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.

Preparation of Registration Statement. The Within thirty (30) days following the Closing Date, Coinstar shall prepare and file with the SEC, and the parties hereto shall jointly cooperate and use their commercially reasonable efforts to prepare as promptly as practicable and file, a proxy registration statement to be mailed to on Form S-3 under the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers. When the Registration Statement or any post-effective amendment thereto shall become effectiveSecurities Act, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all any necessary amendments or supplements thereto, relating to the resale of the Shares to be issued by Coinstar to Xxxxxx under this Agreement (the “Registration Statement”). Each of Seller, Xxxxxx and Coinstar shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. After the Registration Statement has been declared effective, Coinstar shall use its commercially reasonable efforts to keep such Registration Statement effective for a period equal to two (2) years from the initial date that the SEC declares such Registration Statement effective (if such Registration Statement is not effective during any period within such one-year period, such one-year period shall be extended by the number of days that the Registration Statement is not effective). The Company represents and warrants that it is eligible to register the Shares on Form S-3 under the Securities Act. Coinstar shall also take such reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under any applicable state securities laws in connection with the filing and effectiveness of the Registration Statement and the resale of the Shares issued to Xxxxxx, and Coinstar shall furnish all information concerning Seller and Xxxxxx as may be reasonably requested in connection with any such action. Coinstar will notify Seller and Xxxxxx promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or for additional information and will supply Seller and Xxxxxx with copies of all correspondence between Coinstar, or any of its representatives, and the SEC or its staff, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by the Registration Statement. Coinstar shall advise Seller and Seller Subsidiary relating to Seller and the Seller SubsidiaryXxxxxx, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof thereof, of the time when the Registration Statement has become effective or when any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock Shares issuable in connection with the Merger for offering or sale resale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission SEC for the amendment or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time after Closing, any information relating to Seller, Xxxxxx or Coinstar, or any of their respective Affiliates, officers or directors, should be discovered by Seller, Xxxxxx or Coinstar which should be set forth in an amendment or supplement to the Registration Statement, so that such document 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 parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to Seller, Xxxxxx and Coinstar. Coinstar shall, prior to the effectiveness of the Registration Statement, file with Nasdaq a Notification for Listing of Additional Shares providing for inclusion for quotation on Nasdaq of the Shares in connection with the transactions contemplated under this Agreement and resalable subject to such Registration Statement and shall use its reasonable best efforts to cause the Shares to be approved for quotation on Nasdaq, subject to official notice of issuance, prior to the effectiveness of the Registration Statement.

Preparation of Registration Statement. The parties hereto ASR shall jointly prepare as promptly as practicable the Registration Statement, including a proxy statement form of prospectus, and one or more amendments thereto, on Form S-3 or other appropriate form covering the resale of shares of ASR Common Stock into which the outstanding shares of the Associates Common Stock are to be mailed to the stockholders converted as set forth in Section 1.5 of Seller who are to vote upon this Agreement and shall use its best efforts to cause the Parent Merger Documents in connection with Registration Statement to become effective or as soon as practicable after the transactions contemplated hereby Effective Date and to be part remain effective during the period and subject to the limitations set forth in the Registration Agreement applicable to the Exchange Offer. ASR shall deliver to Associates copies of the Registration Statement and each amendment thereto filed or proposed to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued (and of each related preliminary prospectus). ASR shall advise Associates and shall confirm in connection with the Mergers. When writing (i) when the Registration Statement or any post-effective amendment thereto shall have become effectiveeffective and when any amendment of or supplement to the Prospectus is filed with the Commission, (ii) when the SEC shall make a request or suggestion for any amendment or supplement to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, and at all times subsequent to such effectiveness, up to and including the time (iii) of the last stockholder meeting with respect issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and shall use its best efforts to prevent the transactions contemplated herebyissuance of a stop order and, if such order shall be issued, to obtain the withdrawal thereof at the earliest possible time. ASR represents and warrants to Associates that the Registration Statement and all the Prospectus and any other amendments and supplements thereto will, when they become effective or supplements theretoare first used, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply conform in all material respects with to the provisions requirements of the 1933 Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities thereunder, and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated 3 therein or necessary to make the statements contained therein not misleading; provided, however, that ASR makes no representation or warranty as to statements or omissions therein relating to Associates or the Winton Parties. Acquiror will advise Seller promptly after it receives notice thereof Notwitxxxxxxing the foregoing, ASR may utilize for the purposes of this Section 2.2(c) a Registration Statement including other shares or securities as long as all of the time when shares of ASR Common Stock into which the outstanding shares of Associates Common Stock are to be converted may be included in such Registration Statement has become effective without any restriction or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationcutbacks.

Preparation of Registration Statement. The parties hereto (a) As promptly as practicable following the execution and delivery of this Agreement, SVF shall jointly prepare prepare, with the assistance of the Company, and, as promptly as practicable a proxy statement following the delivery of the PCAOB Audited Financials, cause to be mailed filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the stockholders of Seller who are to vote upon this Agreement and Proxy Statement contained therein, the Parent Merger Documents “Registration Statement”) in connection with the transactions contemplated hereby and registration under the Securities Act of the shares of Surviving Pubco to be part issued under this Agreement and pursuant to the Domestication. Each of SVF and the Company shall use its reasonable best efforts to cause the Registration Statement to be filed by Acquiror comply with the Commission pursuant rules and regulations promulgated by the SEC, to have the 1933 Registration Statement declared effective under the Securities Act with respect as promptly as practicable after such filing date and to keep the shares Registration Statement effective as long as is necessary to be issued consummate the Merger. SVF and the Company shall share equally in the payment of all filing fees in connection with the Mergerspreparation, filing and mailing of the Registration Statement. When Each of SVF and the Company shall ensure that none of the information supplied by it, or by any other Person acting on its behalf, for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement becomes effective under the Securities Act or any post-effective amendment thereto shall become effectiveon the date the Proxy Statement is first mailed to SVF Shareholders, and or at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated herebySpecial Meeting, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading. Acquiror will advise Seller promptly after Each of SVF and the Company shall furnish all information concerning it receives notice thereof as may reasonably be requested by the other Party in connection with such actions and the preparation of the time when Registration Statement. As promptly as practicable after the date on which the Registration Statement has become is declared effective or any supplement or amendment thereto has been filedunder the Securities Act, of SVF will cause the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Proxy Statement or for additional informationto be mailed to SVF Shareholders.

Preparation of Registration Statement. The parties hereto Brillian shall jointly prepare as promptly as practicable a proxy statement registration statement, including a form of prospectus, and one or more amendments thereto, on Form S-4 or other appropriate form covering the shares of Brillian Common Stock into which the outstanding shares of Snytax Common Stock are to be mailed to the stockholders converted as set forth in Section 1.7 of Seller who are to vote upon this Agreement and shall use its best efforts to cause the Parent Merger Documents in connection with registration statement to become effective prior to September 15, 2005 or as soon as practicable thereafter depending on the transactions contemplated hereby and to be part availability of the Registration Statement Syntax 2005 Financial Statements. Brillian shall deliver to Syntax copies of the registration statement and each amendment thereto filed or proposed to be filed by Acquiror with (and of each related preliminary prospectus). The registration statement and the Commission pursuant to prospectus, as amended at the 1933 Act with respect to time the shares to be issued registration statement becomes effective, are herein called the “Registration Statement” and the “Prospectus.” Brillian shall advise Syntax and shall confirm in connection with the Mergers. When writing (i) when the Registration Statement or any post-effective amendment thereto shall have become effective and when any amendment of or supplement to the Prospectus is filed with the SEC, (ii) when the SEC shall make a request or suggestion for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof, and (iii) of the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and shall use its best efforts to prevent the issuance of a stop order and, if such order shall be issued, to obtain the withdrawal thereof at the earliest possible time. Brillian represents and warrants to Syntax that the Registration Statement and the Prospectus (including the information therein provided by Brillian but not including information therein provided by Syntax) and any other amendments and supplements thereto, will, when they become effective, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply conform in all material respects with to the provisions requirements of the Securities Act of 1933 Act and the rules and regulations of the Securities thereunder, and Exchange Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective ; provided, however, that Brillian makes no representation or any supplement warranty as to statements or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional informationomissions therein relating to Syntax.

Preparation of Registration Statement. The parties hereto shall jointly prepare as As promptly as reasonably practicable a proxy statement and no later than sixty (60) days following the date of this Agreement, FRLA and the Company shall prepare and mutually agree upon (such agreement not to be mailed to unreasonably withheld, conditioned or delayed by either FRLA or the stockholders of Seller who are to vote upon this Agreement Company, as applicable), and FRLA shall file with the Parent Merger Documents SEC, the Registration Statement (it being understood that the Registration Statement shall include the Proxy Statement/Prospectus, in connection with the transactions contemplated hereby and to be part registration under the Securities Act of the Registration Statement to be filed by Acquiror with offer and sale of the Commission pursuant to the 1933 Act with respect to the shares FRLA Common Shares to be issued in connection with the MergersMerger and which will be used as a proxy statement for the FRLA Stockholders Meeting). When Each of FRLA and the Company shall use its reasonable best efforts to (a) cause the Registration Statement or any post-effective amendment thereto shall become effectiveStatement, and at all times subsequent to such effectiveness, up to and including the time of the last stockholder meeting with respect Proxy Statement/Prospectus, to the transactions contemplated hereby, such Registration Statement and all amendments or supplements thereto, with respect to all information set forth therein furnished or to be furnished by Acquiror and Acquiror Sub relating to Acquiror and Acquiror Sub and by Seller and Seller Subsidiary relating to Seller and the Seller Subsidiary, (i) will comply in all material respects with the provisions of the 1933 Act and the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement and the Proxy Statement/Prospectus under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other of any comments of the SEC or its staff with respect to the Registration Statement received by such Party, and respond promptly thereto; (c) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and Exchange Commission thereunder (d) keep the Registration Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. FRLA, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of FRLA to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents, including delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith as described in Section 5.5(a)(iii). If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement and/or the Proxy Statement/Prospectus, then: (i) such Party shall promptly inform, in the case of any FRLA Party, the Company, or, in the case of the Company, FRLA, thereof; (ii) will such Party shall prepare and mutually agree upon with, in the case of FRLA, the Company, or, in the case of the Company, FRLA (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement and/or the Proxy Statement/Prospectus; (iii) FRLA shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in disseminating such amendment or supplement to the Pre-Closing FRLA Holders. FRLA shall as promptly as is reasonably practicable advise the Company of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of FRLA Common Shares for offering or sale in any jurisdiction, and FRLA and the Company shall each use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use their reasonable best efforts to ensure that none of the information related to it or any of its Non-Party Affiliates or its or their respective Representatives, supplied by or on their behalf for inclusion or incorporation by reference in the Registration Statement, including the Proxy Statement/Prospectus will, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. Acquiror will advise Seller promptly after it receives notice thereof of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information.