Common use of Preparation of S Clause in Contracts

Preparation of S. 4 and the Proxy Statement. Each of Parent and the Company shall cooperate and as promptly as practicable jointly prepare and Parent shall file with the SEC as promptly as practicable the S-4 under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with respect to the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. Parent will cause the S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder and the Company will cause the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent and the Company will, and will cause their respective accountants and lawyers to, use all reasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file a general consent to service of process in any jurisdiction). Each of the Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Proxy Statement or the S-4 received from the staff of the SEC. Each of the Company and Parent will provide the other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party with a copy of all such filings with the SEC. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.

Preparation of S. 4 and the Proxy Statement. Each of Parent and the Company shall cooperate and will, as promptly as practicable practicable, jointly prepare and Parent shall file with the SEC as promptly as practicable the S-4 under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with respect to the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. Parent will cause will, as promptly as practicable, prepare, following receipt of notification from the S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder and the Company will cause SEC that it has no further comments on the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects and file with the applicable provisions SEC the S-4, containing a joint proxy statement/prospectus, which shall also include all information required in order for such proxy statement to constitute an Acquiring Person Statement (as defined by Section 1701.01 (BB) of the Exchange OGCL), and forms of proxy, in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the rules and regulations thereunderother transactions contemplated hereby. Parent and the Company will, and will cause their respective accountants and lawyers to, use all reasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file a general consent to service of process in any jurisdiction). Each of the The Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party party copies of any written comments and advise the other Party party of any oral comments, with respect to the Proxy Statement or the S-4 received from the staff of the SEC. Each of the The Company and Parent will provide the other Party Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party Parent with a copy of all such filings with the SEC. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders (including, in the case of the Company, the holders of the Company Preferred Stock) at the earliest practicable date.

Preparation of S. 4 and the Proxy StatementAND THE PROXY STATEMENT; OTHER FILINGS. Each of Parent and the Company shall cooperate and as As promptly as practicable jointly after the date of this Agreement Seagate and Xxxxxx shall prepare and Parent shall file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Seagate and Xxxxxx and Seagate shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as promptly as practicable a prospectus. Each of Seagate and Xxxxxx shall use its reasonable efforts to respond to any comments of the SEC, to have the S-4 declared effective under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with respect to the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. Parent will cause the S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder and the Company will cause the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent and the Company will, and will cause their respective accountants and lawyers to, use all reasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after such filing with the SEC, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file a general consent to service of process in any jurisdiction). Each of the Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Proxy Statement or the S-4 received from the staff of the SEC. Each of the Company and Parent will provide the other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party with a copy of all such filings with the SEC. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its such Company's stockholders at the earliest practicable datetime. As promptly as practicable after the date of this Agreement, Seagate and Xxxxxx shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other Federal or Blue Sky Laws relating to the Merger and the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, under the HSR Act and state takeover laws (the "Other Filings"). Each Company will notify the other Company promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4, the Proxy Statement or any Other Filing or for additional information and will supply the other Company with copies of all correspondence between such Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4, the Proxy Statement, the Merger or any Other Filing. The Proxy Statement, the S-4 and the Other Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the S-4 or any Other Filing, Seagate or Xxxxxx, as the case may be, shall promptly inform the other Company of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Seagate and Xxxxxx, such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Seagate in favor of the issuance of Seagate Common Stock in connection with the Merger and of the Board of Directors of Xxxxxx in favor of the Merger, provided that the recommendation of the Board of Directors of Xxxxxx may not be included or may be withdrawn if previously included if the Board of Directors of Xxxxxx has accepted a Superior Proposal in accordance with the terms of Section 5.3.

Preparation of S. 4 and the Proxy Statement. Each of Parent and the ------------------------------------------ Company shall cooperate and will, as promptly as practicable practicable, jointly prepare and Parent shall (i) the Company will file with the SEC as promptly as practicable the S-4 under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with in respect to of the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. (ii) Parent will cause file with the SEC the S-4 to comply as to form in all material respects connection with the applicable provisions of registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the rules and regulations thereunder and the Company will cause the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderother transactions contemplated hereby. Parent and the Company will, and will cause their respective accountants and lawyers to, use all their reasonable best efforts to have or cause the S-4 to be declared effective as promptly as practicable after filing with the SEC, including, without limitation, including causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file filing a general consent to service of process in any jurisdiction). Each of the The Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party party copies of any written comments and advise the other Party party of any oral comments, with comments in respect to of the Proxy Statement or the S-4 received from the staff of the SEC. Each of the The Company and Parent will provide the other Party Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party Parent with a copy of all such filings with the SEC. Each Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S- 4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.

Preparation of S. 4 and the Proxy Statement. Each of Parent and the Company shall cooperate and will, as promptly as practicable practicable, jointly prepare and Parent shall (i) the Company will file with the SEC as promptly as practicable the S-4 under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with in respect to of the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. (ii) Parent will cause file with the SEC the S-4 to comply as to form in all material respects connection with the applicable provisions of registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the rules and regulations thereunder and the Company will cause the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderother transactions contemplated hereby. Parent and the Company will, and will cause their respective accountants and lawyers to, use all their reasonable best efforts to have or cause the S-4 to be declared effective as promptly as practicable after filing with the SECSEC and to maintain the effectiveness of the Registration Statement through the Effective Time, including, without limitation, including causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file filing a general consent to service of process in any jurisdiction). Each of the The Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party party copies of any written comments and advise the other Party party of any oral comments, with comments in respect to of the Proxy Statement or the S-4 received from the staff of the SEC. Each of the The Company and Parent will provide the other Party Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party Parent with a copy of all such filings with the SEC. Each Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement on the S-4 prior to filing with SEC and will provide the Company with a copy of all such filings with the SEC. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent 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 Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.