Common use of Preparation of SEC Filings Clause in Contracts

Preparation of SEC Filings. As soon as practicable following the date of the Distribution Shareholder Meeting or such other time as may be agreed upon by Chucktaylor and Victory, to the extent such filings are required by applicable Law, (i) Victory will prepare and file with the Commission a registration statement on Form S-4 (or other appropriate form) (the “Victory Form S-4”) to register the shares of Victory Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (the “Victory Proxy Statement”) relating to the Victory Stockholder Approval (which Victory Proxy Statement may be included in the Victory Form S-4), (iii) Chucktaylor will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the “Chucktaylor Proxy Statement”) relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “Distribution Proxy Statement”) relating to the Distribution Shareholder Approval, (v) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the Commission one or more amendments to the registration statement on Form 10 filed by Xxxxx with the Commission on June 7, 2012 (the “Xxxxx Form 10”) relating to the Distribution and (vi) the Parties will file such other documents with the Commission or applicable state securities regulators as may be necessary or appropriate in connection with the Merger. Each of Victory and Chucktaylor will use their reasonable best efforts to have the Victory Form S-4, and any other registration statements as may be required declared effective under the Securities Act or Exchange Act, as applicable, as promptly as practicable after such filing. Victory will use its best reasonable efforts to cause the Victory Proxy Statement to be mailed to the Victory Stockholders after the Victory Form S-4 is declared effective under the Securities Act (or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate). Each of Chucktaylor and Victory will also take any action required to be taken under any applicable state securities Laws in connection with the Transactions. Victory will furnish all information concerning Victory and Merger Sub, and Chucktaylor will furnish all information concerning Chucktaylor and Xxxxx, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Chucktaylor Filings and the Victory Filings. No filing of, or amendment or supplement to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document or supplement includes reference to the Merger) will be made without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Victory, Merger Sub, Chucktaylor, Xxxxx or any of their respective Affiliates, officers or directors should be discovered by Victory or Chucktaylor which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) so that any 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 will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Commission and, to the extent required by Law, disseminated to the applicable stockholders. The Parties will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) or for additional information and will supply each other with copies of all correspondence between it or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect thereto and will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. As soon as practicable following the date of the Distribution Shareholder Meeting or such other time as may be agreed upon by Chucktaylor and Victorythis Agreement, to the extent such filings are required by applicable Law, Parent and Acquiror will jointly prepare, and (i) Victory Acquiror will prepare and file with the Commission a registration statement on Form S-4 (or other appropriate form) (the “Victory Acquiror Form S-4”) to register the shares of Victory Acquiror Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (the “Victory Proxy Statement”) relating to the Victory Acquiror Stockholder Approval (which Victory Proxy Statement may will be included in the Victory Acquiror Form S-4), (iiiii) Chucktaylor Wimbledon will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the “Chucktaylor Proxy Statement”) relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “Distribution Proxy Statement”) relating to the Distribution Shareholder Approval, (v) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the Commission one or more amendments to the registration statement on Form 10 filed by Xxxxx or Form S-1, as applicable, and/or a registration statement on Form S-4 (the “Wimbledon Form S-1/S-4”) to register the shares of Wimbledon Common Stock to be distributed in the Distribution, (iii) after the Acquiror Form S-4 and the Wimbledon Form S-1/S-4 have been declared effective, Parent will file with the Commission on June 7, 2012 a Schedule TO (the “Xxxxx Form 10Schedule TO”) relating if Parent elects to effect the Distribution in whole or in part by means of an Exchange Offer, and (viiv) the Parties will file such other appropriate documents with the Commission or applicable state securities regulators as may be necessary or appropriate in connection with the Mergerapplicable. Each of Victory Parent and Chucktaylor Acquiror will use their reasonable best efforts to have the Victory Wimbledon Form S-1/S-4, the Acquiror Form S-4 and any other registration statements as may be required declared effective under the Securities Exchange Act or Exchange Securities Act, as applicable, as promptly as practicable after such filing. Victory Acquiror will use its best reasonable efforts to cause the Victory Proxy Statement to be mailed to the Victory Stockholders Acquiror’s stockholders as promptly as practicable after the Victory Wimbledon Form S-1/S-4 and the Acquiror Form S-4 is are declared effective under the Securities Act (or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate)Act. Each of Chucktaylor Acquiror and Victory Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws in connection with with, in the Transactionscase of Acquiror, the issuance of Acquiror Common Stock in the Wimbledon Merger and, in the case of Parent, the issuance of Wimbledon Common Stock in the Distribution. Victory Parent will furnish all information concerning Victory Parent and Merger SubWimbledon, and Chucktaylor Acquiror will furnish all information concerning Chucktaylor Acquiror and XxxxxMerger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Chucktaylor Filings Proxy Statement, the Acquiror Form S-4, the Wimbledon Form S-1/S-4 and the Victory FilingsSchedule TO. No filing of, or amendment or supplement to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory Acquiror Form S-4 or the Xxxxx Form 10 (if such document or supplement includes reference to the Merger) will be made by Acquiror, no filing of, or amendment or supplement to, the Wimbledon Form S-1/S-4 will be made by Wimbledon and no filing of, or amendment or supplement to, the Schedule TO will be made by Parent, in each case without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Victory, Merger Sub, Chucktaylor, Xxxxx Parent or Acquiror or any of their respective Affiliates, officers or directors should be discovered by Victory Parent or Chucktaylor Acquiror which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger)Acquiror Form S-4, the Victory Proxy Statement, the Victory Wimbledon Form S-1/S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) Schedule TO, so that any 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 will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Commission and, to the extent required by Law, disseminated to the applicable stockholders. The Parties will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger)Acquiror Form S-4, the Victory Proxy Statement, the Victory Wimbledon Form S-1/S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) Schedule TO or for additional information and will supply each other with copies of all correspondence between it or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect thereto and will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. As soon as practicable following the date of the Distribution Shareholder Meeting or such other time as may be agreed upon by Chucktaylor and Victorythis Agreement, to the extent such filings are required by applicable Law, Parent and RMT Partner will jointly prepare, and (i) Victory RMT Partner will prepare and file with the Commission the a registration statement Registration Statement on Form S-4 (or other appropriate form) (the “Victory RMT Partner Form S-4”) to register the shares of Victory RMT Partner Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (the “Victory Proxy Statement”) relating to the Victory Stockholder RMT Partner Shareholder Approval and the Amendment Proposal (which Victory Proxy Statement may will be included in the Victory RMT Partner Form S-4 and which Proxy Statement will present the RMT Partner Shareholder Approval and Amendment Proposal as two separate proposals on the agenda for the RMT Partner Shareholder Meeting), (ii) Folgers will file with the Commission the Folgers a registration statement on Form 10 and/or a registration statement on Form S-4 (the “Folgers Form 10/S-4)”) to register the shares of Folgers Common Stock to be distributed in the Distribution, (iii) Chucktaylor Parent will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) Schedule TO (the “Chucktaylor Proxy StatementSchedule TO”) relating if Parent elects to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to effect the Distribution Proxy Statement in whole or in part by means of an Exchange Offer, and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “Distribution Proxy Statement”) relating to the Distribution Shareholder Approval, (v) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the Commission one or more amendments to the registration statement on Form 10 filed by Xxxxx with the Commission on June 7, 2012 (the “Xxxxx Form 10”) relating to the Distribution and (vi) the Parties will file such other appropriate documents with the Commission or applicable state securities regulators as may be necessary or appropriate in connection with the Mergerapplicable. Each of Victory Parent and Chucktaylor RMT Partner will use their reasonable best efforts to have the Victory Folgers Form 10/S-4, the RMT Partner Form S-4, and any other registration statements as may be required declared effective under the Securities Exchange Act or Exchange Securities Act, as applicable, as promptly as practicable after such filing. Victory RMT Partner will use its best reasonable efforts to cause the Victory Proxy Statement to be mailed to the Victory Stockholders RMT Partner’s stockholders as promptly as practicable after the Victory Folgers Form 10/S-4 and the RMT Partner Form S-4 is are declared effective under the Securities Act (or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate)Act. Each of Chucktaylor RMT Partner and Victory Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws in connection with with, in the Transactionscase of RMT Partner, the issuance of RMT Partner Common Stock in the Folgers Merger and, in the case of Parent, the issuance of Folgers Common Stock in the Distribution. Victory Parent will furnish all information concerning Victory Parent and Merger SubFolgers, and Chucktaylor RMT Partner will furnish all information concerning Chucktaylor RMT Partner and XxxxxMerger Sub, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Chucktaylor Filings Proxy Statement, the RMT Partner Form S-4, the Folgers Form 10/S-4 and the Victory FilingsSchedule TO. No filing of, or amendment or supplement to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory RMT Partner Form S-4 or the Xxxxx Form 10 (if such document or supplement includes reference to the Merger) will be made by RMT Partner, no filing of, or amendment or supplement to, the Folgers Form 10/S-4 will be made by Folgers and no filing of, or amendment or supplement to, the Schedule TO will be made by Parent, in each case without providing the other Parties parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Victory, Merger Sub, Chucktaylor, Xxxxx Parent or RMT Partner or any of their respective Affiliatesaffiliates, officers or directors should be discovered by Victory Parent or Chucktaylor RMT Partner which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger)RMT Partner Form S-4, the Victory Proxy Statement, the Victory Folgers Form 10/S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) Schedule TO, so that any 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 will promptly notify the other Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the Commission and, to the extent required by Law, disseminated to the applicable stockholders. The Parties will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger)RMT Partner Form S-4, the Victory Proxy Statement, the Victory Folgers Form 10/S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) Schedule TO or for additional information and will supply each other with copies of all correspondence between it or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect thereto and will respond as promptly as practicable to any such comments or requests.

Preparation of SEC Filings. As soon as practicable following the date of the Distribution Shareholder Meeting or such other time as may be agreed upon by Chucktaylor and Victory, to the extent such filings are required by applicable Law, (i) Victory will prepare and file with the Commission a registration statement on Form S-4 (or other appropriate form) (the “"Victory Form S-4”") to register the shares of Victory Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (the “"Victory Proxy Statement”") relating to the Victory Stockholder Approval (which Victory Proxy Statement may be included in the Victory Form S-4), (iii) Chucktaylor will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the “"Chucktaylor Proxy Statement”") relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “"Distribution Proxy Statement”") relating to the Distribution Shareholder Approval, (v) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the Commission one or more amendments to the registration statement on Form 10 filed by Xxxxx with the Commission on June 7, 2012 (the “"Xxxxx Form 10”") relating to the Distribution and (vi) the Parties will file such other documents with the Commission or applicable state securities regulators as may be necessary or appropriate in connection with the Merger. Each of Victory and Chucktaylor will use their reasonable best efforts to have the Victory Form S-4, and any other registration statements as may be required declared effective under the Securities Act or Exchange Act, as applicable, as promptly as practicable after such filing. Victory will use its best reasonable efforts to cause the Victory Proxy Statement to be mailed to the Victory Stockholders after the Victory Form S-4 is declared effective under the Securities Act (or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best reasonable efforts to cause the Chucktaylor Proxy Statement to be mailed to the Chucktaylor Shareholders after the Victory Form S-4 is declared effective under the Securities Act (or such earlier time as the Parties deem appropriate). Each of Chucktaylor and Victory will also take any action required to be taken under any applicable state securities Laws in connection with the Transactions. Victory will furnish all information concerning Victory and Merger Sub, and Chucktaylor will furnish all information concerning Chucktaylor and Xxxxx, as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Chucktaylor Filings and the Victory Filings. No filing of, or amendment or supplement to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document or supplement includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document or supplement includes reference to the Merger) will be made without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Victory, Merger Sub, Chucktaylor, Xxxxx or any of their respective Affiliates, officers or directors should be discovered by Victory or Chucktaylor which should be set forth in an amendment or supplement to any of the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) so that any 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 will promptly notify the other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the Commission and, to the extent required by Law, disseminated to the applicable stockholders. The Parties will notify each other promptly of the receipt of (i) all orders and notices of effectiveness of the Commission relating to the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger), and (ii) any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Chucktaylor Proxy Statement, the Distribution Proxy Statement (if such document includes reference to the Merger), the Victory Proxy Statement, the Victory Form S-4 or the Xxxxx Form 10 (if such document includes reference to the Merger) or for additional information and will supply each other with copies of all correspondence between it or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect thereto and will respond as promptly as practicable to any such comments or requests.