Common use of Preparation of SEC Documents Clause in Contracts

Preparation of SEC Documents. (a) In connection with the Company’s filing of a registration statement on Form 10 to register the shares of Company Stock to be distributed in the Distribution (together with any amendments, supplements, prospectuses or information statements in connection therewith, the “Spin-Off Registration Statement”) or any other filings made by the Company with the SEC in connection with this Agreement or the Hawkeye Merger Agreement (collectively, together with any filings made by Matrix in connection with this Agreement or the Hawkeye Merger Agreement to the extent containing disclosure regarding the transactions contemplated by this Agreement or Parent and any of its Affiliates, the “SEC Filings”), Parent shall furnish all information concerning it as may reasonably be requested by Matrix or the Company in connection with such actions and the preparation of the Spin-Off Registration Statement and any other SEC Filings. (b) All of the SEC Filings and the filings by Parent with the SEC in connection with the transactions contemplated hereby and any mailings to the shareholders of Matrix or the Company in connection with the Separation, the Distribution or the Hawkeye Merger (in the case of the Hawkeye Merger, to the extent containing disclosure regarding the transactions contemplated by this Agreement or Parent and any of its Affiliates) shall be subject to the prior review and comment by the other Party, which comments Matrix, the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (c) Matrix and the Company, shall (A) as promptly as practicable notify Parent of (1) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Spin-Off Registration Statement or the other SEC Filings and (2) any request by the SEC for any amendment or supplements to the Spin-Off Registration Statement or the other SEC Filings or for additional information with respect thereto and (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Spin-Off Registration Statement, the other SEC Filings or the Merger. (d) Each of Parent, Matrix and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Spin-Off Registration Statement or any other SEC Filings will, at the time of filing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If at any time prior to the Effective Time any information relating to the Company, Parent or Merger Sub or any of their respective Affiliates, directors or officers is discovered by the Company, Parent or Merger Sub, which is required to be set forth in an amendment or supplement to the Spin-Off Registration Statement or the proxy statement with respect to the Hawkeye Merger, 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 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 shareholders of the Company, in each case, by the Company (with the reasonable assistance of Parent).

Preparation of SEC Documents. As promptly as practicable after the execution of this Agreement, (a) In connection Parent, RH and Battery shall prepare and file with the CompanySEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of Battery relating to the meeting of Battery’s filing stockholders (the “Battery Stockholders’ Meeting”) to be held to consider the approval of the Battery Merger and (b) RH shall cause Parent to prepare and file with the SEC a registration statement on Form 10 S-4 or such other applicable form as Battery and RH may agree (as amended or supplemented from time to register time, the “Registration Statement”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Company Parent Common Stock to be distributed issued in the Distribution (together with any amendmentsBattery Merger. Each party shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, supplementsand, prospectuses or information statements in connection therewith, prior to the “Spin-Off effective date of the Registration Statement”, RH shall cause Parent to take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) or to be taken under any other filings made by the Company with the SEC applicable state securities Laws in connection with this Agreement or the Hawkeye Merger Agreement (collectivelyissuance of shares of Parent Common Stock in the Mergers. Each of Parent, together with any filings made by Matrix in connection with this Agreement or the Hawkeye Merger Agreement to the extent containing disclosure regarding the transactions contemplated by this Agreement or Parent Battery and any of its Affiliates, the “SEC Filings”), Parent RH shall furnish all information concerning it as may be reasonably be requested by Matrix or the Company other in connection with any such actions action and the preparation preparation, filing and distribution of the Spin-Off Registration Statement and any other SEC Filings. (b) All of the SEC Filings and the filings by Parent with the SEC in connection with the transactions contemplated hereby and any mailings to the shareholders of Matrix or the Company in connection with the Separation, the Distribution or the Hawkeye Merger (in the case of the Hawkeye Merger, to the extent containing disclosure regarding the transactions contemplated by this Agreement or Parent and any of its Affiliates) shall be subject to the prior review and comment by the other Party, which comments Matrix, the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (c) Matrix and the Company, shall (A) as Proxy Statement. As promptly as practicable notify Parent after the Registration Statement shall have become effective, Battery shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as of (1) the receipt of any comments from record date for Battery Stockholders’ Meeting. No filing of, or amendment or supplement to, the SEC and all other written correspondence and oral communications with the SEC relating to the Spin-Off Registration Statement or the other SEC Filings Proxy Statement will made (in each case including documents incorporated by reference therein) without providing Battery, RH and (2) any request by the SEC for any amendment or supplements to the Spin-Off Registration Statement or the other SEC Filings or for additional information with respect thereto and (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, a reasonable opportunity to review and the SEC, on the other hand, with respect to the Spin-Off Registration Statement, the other SEC Filings or the Merger. (d) Each of Parent, Matrix and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Spin-Off Registration Statement or any other SEC Filings will, at the time of filing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) comment thereon. If at any time prior to the Effective Time any information relating to the CompanyBattery, Parent RH or Merger Sub Parent, or any of their respective Affiliates, directors or officers is officers, should be discovered by the CompanyBattery, RH or Parent or Merger Sub, which is required to should be set forth in an amendment or supplement to either the Spin-Off Registration Statement or the proxy statement with respect to the Hawkeye MergerProxy Statement, so that either 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 are made, not misleading, the party which that discovers such information shall promptly notify the other Parties 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 shareholders stockholders of Battery. Battery or Parent, as applicable, will advise the other parties hereto promptly after it receives any oral or written request by the SEC for amendment of the CompanyProxy Statement or the Registration Statement, in each caseas applicable, or comments thereon and responses thereto or requests by the Company (SEC for additional information and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. Battery, RH and Parent shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. Without limiting the generality of the foregoing, each of Battery, RH and Parent shall fully cooperate with each other in the preparation of each of the Proxy Statement and the Registration Statement and each of RH, Parent and Battery shall, upon request, furnish Battery or Parent, as applicable, with all information concerning it and its Affiliates as the requesting party may deem reasonably necessary or advisable in connection with the reasonable assistance preparation of Parent)the Proxy Statement or the Registration Statement, as applicable. Battery and Parent shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or of the receipt of any 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.