Common use of Preparation of the Form S-4 Clause in Contracts

Preparation of the Form S-4. (a) Following the date of this Agreement, Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause to be filed with the SEC, a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Mergers and the Company shall promptly prepare, with the cooperation and assistance of (and after review by) Parent and its counsel and accountant a consent solicitation statement of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Company Stockholder Approval will be included as a prospectus (the “Form S-4”), and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4, and the Form S-4 shall include all information reasonably requested by such other party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide the Company with copies of any correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing or mailing the Form S-4 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included in the Per Share Common Stock Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers and the issuance of the shares of Parent Common Stock included in the Per Share Common Stock Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(b) shall limit the obligations of any party under Section 5.16(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(c) shall limit the obligations of any party under Section 5.16(a). (d) The Company shall cause the consent solicitation statement/prospectus included in the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act and, upon a request by Parent, seek the Company Stockholder Approval via written consent as soon as practicable after the Form S-4 becomes effective and solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Form S-4, subject to its fiduciary duties under applicable Law and notwithstanding anything herein to the contrary, the Company Board shall be permitted to take such actions as may be necessary to carry out such fiduciary duties. (e) Parent shall promptly prepare and submit to the New York Stock Exchange a listing application covering the shares of Parent Common Stock issuable in the Initial Merger, and shall use reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing.

Preparation of the Form S-4. (a) Following Parent and the Company shall cooperate in preparing, and as promptly as reasonably practicable following the date of this Agreement, Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause causing to be filed with the SEC, SEC a registration statement on Form S-4 in connection with pursuant to which the issuance of the shares offer, sale and/or exchange of Parent Common Stock Shares in the Mergers and the Company shall promptly prepare, with the cooperation and assistance of (and after review by) Parent and its counsel and accountant a consent solicitation statement of the Company with respect will be registered pursuant to the solicitation of consents from the Company’s stockholders Securities Act (together with respect to the Company Stockholder Approval will be included as a prospectus (any amendments or supplements thereto, the “Form S-4”), . Parent and Parent the Company shall use its their respective reasonable best efforts to (i) cause the S-4 to comply in all material respects with the applicable rules and regulations promulgated by the SEC, (ii) promptly notify the other Parties of, reasonably cooperate with each other Party with respect to and respond promptly to, any comments of the SEC or its staff regarding the S-4, (iii) have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each filing and (iv) keep the Form S-4 effective until the Parent Shares to be issued as Aggregate Equity Consideration are distributed to the applicable equityholders of NFP Ultimate Parent. (b) The Company and Parent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to Parent, Acquirer, Merger Sub, the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4their respective Affiliates, and the Form S-4 shall include all information reasonably requested by such other party Party to be included therein. Parent shall promptly notify the Company upon the receipt and its counsel of any comments or other communications, whether written or oral, that Parent or its counsel may receive from time to time from the SEC or any request from the SEC for amendments or supplements its staff with respect to the Form S-4 (or any documents incorporated by reference therein), and shall provide the Company with copies of any written correspondence between it Parent and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments from the SEC or its staff with respect to the Form S-4. Notwithstanding , and will use its reasonable best efforts to incorporate any reasonable comments of the foregoing, Company or its counsel prior to filing such response, and will provide the Company with a copy of all such materials received from or mailing submitted to the Form S-4 (or any amendment or supplement thereto) or SEC. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any such comments of from the SEC or its staff with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedForm S-4. Parent shall advise the Company, promptly after receipt of it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included Shares issuable in connection with the Per Share Common Stock Merger Consideration for offering or sale Mergers in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers and the issuance of the shares of Parent Common Stock Shares included in the Per Share Aggregate Equity Consideration (other than qualifying to do business in any jurisdiction in which it is not now so qualified), and the Company shall furnish all information concerning the Company and the holders of Company Common Stock Merger Considerationas may be reasonably requested in connection with any such actions. (bc) If prior to The information provided by Parent and the Effective TimeCompany specifically for use in the Form S-4 shall not, any event occurs with respect to the information provided by such person, on the date upon which the Form S-4 is declared effective by the SEC, 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 were made, not misleading. Each of the Company and Parent agrees to promptly (i) correct any information provided by it specifically for use in the Form S-4 if and to the extent that such information shall have become false or misleading in any Subsidiary, or material respect and (ii) supplement the information provided by it specifically for use in the Form S-4 to include any change occurs with respect information that shall become necessary in order to other information supplied by Parent for inclusion make the statements in the Form S-4, in light of the circumstances under which is required they were made, not misleading. Parent further agrees to cause the Form S-4 as so corrected or supplemented promptly to be described filed with the SEC (and will use its reasonable best efforts to incorporate any reasonable comments of the other Party and/or its counsel prior to such filing and dissemination), in an amendment of, each case as and to the extent required by Applicable Laws. (d) To the extent the SEC delivers a written comment letter to Parent stating that the Parent Shares issuable in connection with the Mergers are not eligible to be registered or a supplement to, otherwise cannot be registered on the Form S-4, Parent shall promptly notify in lieu of the Company of such eventobligations set forth in Sections 8.02(a), 8.02(b) and 8.02(c), Parent and the Company shall cooperate in the prompt filing preparing and causing to be filed with the SEC of any necessary amendment or supplement to SEC, at Parent’s sole expense, a resale registration statement on Form S-3 (which shall, if available, be an “automatic registration statement” as defined in Rule 405 under the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(bSecurities Act) shall limit the obligations of any party under Section 5.16(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4, which is required to be described in an amendment of, or a resale prospectus supplement to, the Form S-4, the Company shall promptly notify Parent thereunder to permit for resales of such event, and Parent and Shares on the Company shall cooperate in the prompt filing with the SEC of any necessary amendment Closing Date or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(c) shall limit the obligations of any party under Section 5.16(a). (d) The Company shall cause the consent solicitation statement/prospectus included in the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable thereafter (any such resale registration statement, the “Shelf Registration Statement”), but in no event later than the later of (i) thirty (30) days following the receipt of such written comment letter and (ii) two (2) Business Days after the Form S-4 is declared effective under the Securities Act and, upon a request by Parent, seek Closing Date; provided that the Company Stockholder Approval via written consent has provided or caused to be provided to Parent prior to the Closing Date such information as Parent may reasonably request at least ten (10) Business Days prior to the Closing Date for use in connection with such Shelf Registration Statement (it being understood and agreed that, if the Company has provided such information with respect to one or more of the Holders by the expected filing date, Parent shall (upon the Company’s request) proceed with the filing of the Shelf Registration Statement and shall cooperate with the Company to obtain the requisite information with respect to any remaining Holders and to amend the Shelf Registration Statement to include such additional Holders as soon as practicable after the Form S-4 becomes effective and solicit the Company Stockholder Approvalreasonably practical). The Company Subject to Section 8.02(e), Parent shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Form S-4, subject to its fiduciary duties under applicable Law the provision by or on behalf of the Holders of all information reasonably requested by Parent for such purposes, (i) use reasonable best efforts to keep such Shelf Registration Statement effective until the earlier of (x) the date that is one (1) year after the Closing Date and notwithstanding anything herein to (y) the contrary, date on which all Parent Shares covered by the Company Board Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus contained therein (which shall be permitted to not include any underwritten public offerings or other transactions involving statutory underwriters) and (ii) take such actions and deliver such documents and instruments as may be reasonably necessary to carry out facilitate the registration and disposition of Parent Shares as contemplated by this Section 8.02(d). In the event that Xxxxxx receives such fiduciary dutieswritten comment letter from the SEC contemplated by this Section 8.02(d), notwithstanding anything to the contrary herein, Section 9.03(g) shall not be a condition to the Closing. (e) Notwithstanding anything to the contrary set forth in Section 8.02(d) or elsewhere in this Agreement, Parent may suspend the use by any Holder of the prospectus contained in the Shelf Registration Statement (any period during which the use of such prospectus is suspended, a “Suspension Period”), but only if Parent determines in its sole discretion that the use of such prospectus either (i) would require, in Parent’s good faith judgement after consultation with external legal counsel, Parent to disclose material non-public information that would not be in Parent’s best interests to so disclose and that such disclosure would not otherwise be required to be made at the time but for such use of such prospectus or (ii) would otherwise materially affect any pending or proposed material financing, acquisition, disposition, merger or other material transaction or that such action is required by applicable law; provided that in no event shall one or more Suspension Periods be in effect for an aggregate of more than ninety (90) days and no more than three (3) Suspension Periods shall occur. Parent shall promptly prepare and submit provide prompt written notice to the New York Stock Exchange Holders of the commencement and termination of any Suspension Period, but shall not be obligated to disclose the reasons therefor. (f) In the event that Parent receives such written comment letter from the SEC contemplated by Section 8.02(d), with a listing application covering view to making available the shares benefits of Rule 144 of the Securities Act (as such rule may be amended or succeeded from time to time “Rule 144”) to the holders of the Parent Common Stock issuable in Shares (the Initial Merger“Holders”), and shall Parent agrees that, for so long as a Holder owns Parent Shares, Parent will use its reasonable best efforts to obtainmake and keep public information available, prior as those terms are understood and defined in Rule 144, at all times after the date of this Agreement. Additionally, at the request of any Holder who proposes to sell Parent Shares in compliance with Rule 144 of the Securities Act, Parent shall (i) cooperate, to the Effective Timeextent commercially reasonable, approval with such Holder in connection with any such resale, (ii) furnish to such Holder or Parent’s transfer agent, as applicable, a customary written statement of eligibility for resale under Rule 144 and (iii) make available to the listing of public and such Parent Common Stock, subject to official notice of issuanceHolder such information, and take such action as is reasonably necessary (including delivery of one or more legal opinions), to enable the Company shall cooperate with Parent with respect Holder to make such listingsales pursuant to Rule 144.

Preparation of the Form S-4. (a) Following the date of this Agreement, Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause to be filed with the SEC, a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Mergers and the Company shall promptly prepare, with the cooperation and assistance of (and after review by) Parent and its counsel and accountant a consent solicitation statement of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Company Stockholder Approval will be included as a prospectus (the ““ Form S-4S-4 ”), and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4, and the Form S-4 shall include all information reasonably requested by such other party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide the Company with copies of any correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing or mailing the Form S-4 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included in the Per Share Common Stock Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers and the issuance of the shares of Parent Common Stock included in the Per Share Common Stock Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(b) shall limit the obligations of any party under Section 5.16(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(c) shall limit the obligations of any party under Section 5.16(a). (d) The Company shall cause the consent solicitation statement/prospectus included in the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act and, upon a request by Parent, seek the Company Stockholder Approval via written consent as soon as practicable after the Form S-4 becomes effective and solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval and shall include such recommendation in the Form S-4, subject to its fiduciary duties under applicable Law and notwithstanding anything herein to the contrary, the Company Board shall be permitted to take such actions as may be necessary to carry out such fiduciary duties. (e) Parent shall promptly prepare and submit to the New York Stock Exchange a listing application covering the shares of Parent Common Stock issuable in the Initial Merger, and shall use reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing.

Preparation of the Form S-4. (a) Following the date of this AgreementAgreement and if a portion of the Aggregate Merger Consideration is payable in Parent Merger Shares in accordance with and as specified in Section 1.3(a)(ii), Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause to be filed with the SEC, a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Mergers Merger and the Company shall promptly prepare, with the cooperation and assistance of (and after review by) Parent and its counsel and accountant a consent solicitation statement of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Company Required Stockholder Approval that will be included as a prospectus (the “Form S-4”), and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing filing, and distribution of the Form S-4, and the Form S-4 shall include all information reasonably requested by such other party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 and shall provide the Company with copies of any correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing or mailing the Form S-4 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), and (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included in the Per Share Common Stock Aggregate Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers Merger and the issuance of the shares of Parent Common Stock included in the Per Share Common Stock Aggregate Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(b5.9(b) shall limit the obligations of any party under Section 5.16(a5.9(a). (c) If prior to the Effective Time, any event occurs with respect to the Company or any Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(c5.9(c) shall limit the obligations of any party under Section 5.16(a5.9(a). (d) The Company shall cause the consent solicitation statement/prospectus included in the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act and, upon a request by Parent, seek the Company Required Stockholder Approval via written consent as soon as practicable after the Form S-4 becomes effective and solicit the Company Stockholder Approval. The Company shall, through the Company BoardCompany’s board of directors, recommend to its stockholders that they give the Company Required Stockholder Approval and shall include such recommendation in the Form S-4, subject to its fiduciary duties under applicable Law Legal Requirements and notwithstanding anything herein to the contrary, the Company Board shall be permitted to Company’s board of directors may take such actions as may be necessary to carry out such fiduciary duties. (e) Parent shall promptly prepare and submit to the New York Stock Exchange a listing application covering the shares of Parent Common Stock issuable in the Initial Merger, and shall use reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing.

Preparation of the Form S-4. (a) Following Parent and the Company shall cooperate in preparing, and as promptly as reasonably practicable (but no later than seventy-five (75) days) following the date of this Agreement, Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause to be filed with the SEC, SEC a registration statement on Form S-4 in connection with pursuant to which the issuance offer and sale of the shares of Parent Common Stock in the Mergers and the Company shall promptly prepare, with the cooperation and assistance of (and after review by) Parent and its counsel and accountant a consent solicitation statement of the Company with respect will be registered pursuant to the solicitation of consents from the Company’s stockholders Securities Act (together with respect to the Company Stockholder Approval will be included as a prospectus (any amendments or supplements thereto, the “Form S-4”), . Parent and Parent the Company shall use its their respective reasonable best efforts (i) to have the Form S-4 declared become effective under the Securities Act as promptly as reasonably practicable after such filing. Each of filing and (ii) to keep the Form S-4 effective as long as necessary to consummate the Mergers. (b) The Company and Parent will provide for inclusion or incorporation by reference into the Form S-4 all reasonably required information relating to Parent, Merger Subs, the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4their respective Affiliates, and the Form S-4 shall include all information reasonably requested by such other party Party to be included therein. Parent shall promptly notify the Company upon the receipt and its counsel of any comments or other communications, whether written or oral, that Parent or its counsel may receive from time to time from the SEC or any request from the SEC for amendments or supplements its staff with respect to the Form S-4 (or any documents incorporated by reference therein), and shall provide the Company with copies of any written correspondence between it Parent and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments from the SEC or its staff with respect to the Form S-4. Notwithstanding , and will use its reasonable best efforts to incorporate any reasonable comments of the foregoing, Company or its counsel prior to filing such response, and will provide the Company with a copy of all such materials received from or mailing submitted to the Form S-4 (or any amendment or supplement thereto) or SEC. The Company shall use its reasonable best efforts to cooperate with Parent in responding to any such comments of from the SEC or its staff with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayedForm S-4. Parent shall advise the Company, promptly after receipt of it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included issuable in connection with the Per Share Common Stock Merger Consideration Mergers for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it Parent is not now so qualified) required to be taken under the Securities Act, the Securities Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Mergers and the issuance of the shares of Parent Common Stock included in the Per Share Common Aggregate Stock Merger Consideration. (b) If prior to the Effective Time, any event occurs with respect to Parent or any Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Form S-4, which is required to be described in an amendment of, or a supplement to, the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate furnish all information concerning the Company and the holders of Company Capital Stock as may be reasonably requested in the prompt filing connection with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(b) shall limit the obligations of any party under Section 5.16(a)actions. (c) If prior to The information provided by Parent and the Effective TimeCompany specifically for use in the Form S-4 shall not, any event occurs with respect to the Company or any Subsidiaryinformation provided by such person, or any change occurs with respect to other information supplied by on the Company for inclusion in the Form S-4, date upon which is required to be described in an amendment of, or a supplement to, the Form S-4, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.16(c) shall limit the obligations of any party under Section 5.16(a). (d) The Company shall cause the consent solicitation statement/prospectus included in the Form S-4 to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective by the SEC, 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 the Securities Act andwhich they were made, upon a request by Parent, seek not misleading. Each of the Company Stockholder Approval via written consent as soon as practicable after and Parent agrees to promptly (i) correct any information provided by it specifically for use in the Form S-4 becomes effective if and solicit to the Company Stockholder Approval. The Company shall, through extent that such information shall have become false or misleading in any material respect and (ii) supplement the Company Board, recommend information provided by it specifically for use in the Form S-4 to its stockholders include any information that they give shall become necessary in order to make the Company Stockholder Approval and shall include such recommendation statements in the Form S-4, subject in light of the circumstances under which they were made, not misleading. Parent further agrees to its fiduciary duties under applicable Law cause the Form S-4 as so corrected or supplemented promptly to be filed with the SEC and notwithstanding anything herein to the contrary, each of the Company Board shall be permitted to take such actions as may be necessary to carry out such fiduciary duties. (e) Parent shall promptly prepare and submit to the New York Stock Exchange a listing application covering the shares of Parent Common Stock issuable in the Initial Merger, and shall will use its reasonable best efforts to obtain, incorporate any reasonable comments of the other Party and/or its counsel prior to such filing and dissemination), in each case as and to the Effective Time, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listingextent required by Applicable Laws.