Common use of Preparation of the Proxy Statement/Prospectus and Registration Statement Clause in Contracts

Preparation of the Proxy Statement/Prospectus and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Belco and Westport shall prepare and file with the SEC the Proxy Statement/Prospectus (it being understood and agreed that both parties will use their reasonable best efforts to accomplish this preparation and filing within three (3) weeks after the date hereof), and Belco shall prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus, provided that Belco may delay the filing of the Registration Statement until approval of the Proxy Statement/Prospectus by the SEC. Westport and Belco will use their reasonable best efforts to respond to the comments of the SEC in connection with the Proxy Statement/Prospectus and the Registration Statement, to furnish all information required to prepare the Proxy Statement/Prospectus and to cause the Registration Statement to become effective as soon after such filing is practicable and keep the Registration Statement effective as long as necessary to consummate the Merger. Belco will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Belco's stockholders, and Westport will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Westport's stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If necessary, after the definitive Proxy Statement/Prospectus shall have been mailed, Westport and Belco shall promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies. Westport shall advise Belco and Belco shall advise Westport, as applicable, promptly after it receives notice thereof, of the time when the Registration Statement shall become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Belco Common Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Solely for the purpose of preparing the Joint Proxy Statement/Prospectus, Westport

Preparation of the Proxy Statement/Prospectus and Registration Statement. (a) As promptly soon as practicable after the execution date of this Agreement, Belco SCB and Westport CBC shall use reasonable best efforts to: (i) jointly prepare and file cause to be filed with the SEC a joint proxy statement/prospectus to be sent to the SCB shareholders and the CBC shareholders relating to the SCB Meeting and the CBC Meeting (together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”); and (ii) jointly prepare, and SCB shall cause to be filed with the SEC a registration statement on Form S-4 or other applicable form (together with any amendments or supplements thereto, the “Registration Statement”), which shall contain the Proxy Statement/Prospectus (it being understood and agreed that both parties will use their reasonable best efforts to accomplish this preparation and filing within three (3) weeks after the date hereof)Prospectus, and Belco shall prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus, provided that Belco may delay the filing of the Registration Statement until approval of the Proxy Statement/Prospectus by the SEC. Westport and Belco will use their reasonable best efforts to respond to the comments of the SEC in connection with the issuance of the shares of SCB Common Stock to CBC shareholders as the Merger Consideration in the Merger. Each of the parties shall prepare and furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and each party, and its respective legal, financial and accounting advisors, shall have the right to review in advance and comment on such Proxy Statement/Prospectus and Registration Statement prior to their filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. Each of the parties agrees to cooperate with the other party and their counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from their respective financial advisors and independent auditors in connection with the Registration Statement, to furnish all information required to prepare Statement and the Proxy Statement/Prospectus Prospectus. Each of CBC and SCB agrees to use its reasonable best efforts to cause the Registration Statement to become be declared effective under the Securities Act as soon promptly as reasonably practicable after such the filing is practicable thereof and use all reasonable best efforts to keep the Registration Statement effective as long as reasonably necessary to consummate the Merger. Belco will SCB also agrees to use its reasonable best efforts to cause obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement/Prospectus to be mailed to Belco's stockholders, and Westport will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Westport's stockholders, in each case as promptly as practicable after transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act. If necessary, after CBC and SCB shall promptly mail at each party’s own expense the definitive Proxy Statement/Prospectus shall have been mailedto all of their respective shareholders entitled thereto. (b) Each of CBC and SCB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement shall, Westport at the time the Registration Statement and Belco shall promptly circulate amended, supplemented each amendment or supplemental proxy materials andsupplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto shall, at the date(s) of mailing to CBC’s and SCB’s respective shareholders and at the time(s) of the CBC Meeting and the SCB Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of CBC and SCB further agrees that if such party shall become aware prior to or subsequent to the date of effectiveness of the Registration Statement of any information furnished by such party that would cause any of the statements in connection therewiththe Registration Statement or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, re-solicit proxies. Westport shall or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) SCB agrees to advise Belco and Belco shall advise Westport, as applicable, CBC promptly in writing after it SCB receives notice thereof, of the time when the Registration Statement shall has become effective or any supplement or amendment has been filed, of the issuance of any stop order, order or the suspension of the qualification of the Belco SCB Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent SCB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Solely for the purpose of preparing the Joint Proxy Statement/Prospectus, Westport.

Preparation of the Proxy Statement/Prospectus and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Belco Parent and Westport Company shall prepare and file with the SEC the Proxy Statement/Prospectus (it being understood and agreed that both parties will use their reasonable best efforts to accomplish this preparation and filing within three (3) weeks after the date hereof), and Belco shall prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus, provided that Belco may delay the filing of the Registration Statement until approval preliminary version of the Proxy Statement/Prospectus by the SEC. Westport and Belco will use their all reasonable best efforts to respond to the comments of the SEC in connection with the Proxy Statement/Prospectus therewith and the Registration Statement, to furnish all information required to prepare the definitive Proxy Statement/Prospectus. At any time from (and including) the initial filing with the SEC of the Proxy Statement/Prospectus, Parent shall file with the SEC the Registration Statement containing the Proxy Statement/Prospectus and so long as Parent shall have provided to cause Company a copy of the Registration Statement containing the Proxy Statement/Prospectus at least ten days prior to become effective as soon after such any filing is practicable thereof and keep any supplement or amendment at least two days prior to any filing thereof. Subject to the foregoing sentence, the date that the Registration Statement effective as long as necessary to consummate is filed with the MergerSEC shall be determined jointly by Parent and Company. Belco will Each of Parent and Company shall use its all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (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 in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and Company shall furnish all information concerning Company and the holders of shares of Company capital stock as may be reasonably requested in connection with any such action. Promptly after the effectiveness of the Registration Statement, each of Parent and Company shall cause the Proxy Statement/Prospectus to be mailed to Belco's stockholdersits respective shareholders, and Westport will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Westport's stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If if necessary, after the definitive Proxy Statement/Prospectus shall have been mailed, Westport and Belco shall promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxiesproxies or written consents, as applicable. Westport Parent shall advise Belco Company and Belco Company shall advise WestportParent, as applicable, promptly after it receives notice thereof, of the time when the Registration Statement shall become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Belco Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Statement/ Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Solely for the purpose of preparing the Joint Proxy Statement/Prospectus, Westport.

Preparation of the Proxy Statement/Prospectus and Registration Statement. (a) As a. Parent, Xxxxx and Reading shall promptly as practicable after the execution of this Agreement, Belco and Westport shall prepare and file with the SEC the Proxy Statement/Prospectus (it being understood and agreed that both parties will use their reasonable best efforts to accomplish this preparation and filing within three (3) weeks after the date hereof), and Belco shall prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus, provided that Belco may delay the filing of the Registration Statement until approval preliminary version of the Proxy Statement/Prospectus by the SEC. Westport and Belco will use their all reasonable best efforts to respond to the comments of the SEC in connection with the Proxy Statement/Prospectus therewith and the Registration Statement, to furnish all information required to prepare the definitive Proxy Statement/Prospectus. At any time from (and including) the initial filing with the SEC of the Proxy Statement/Prospectus, Parent shall file with the SEC the Registration Statement containing the Proxy Statement/Prospectus and so long as Parent shall have provided to cause the Companies a copy of the Registration Statement containing the Proxy Statement/Prospectus at least five days prior to become effective as soon after such any filing is practicable thereof and keep any supplement or amendment at least two days prior to any filing thereof. Subject to the foregoing sentence, the date that the Registration Statement effective as long as necessary to consummate is filed with the MergerSEC shall be determined jointly by Parent, Xxxxx and Reading. Belco will Each of Parent, Xxxxx and Reading shall use its all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (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 in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of Parent Class A Stock in the Mergers and Xxxxx and Reading shall furnish all information concerning Xxxxx and Reading and the holders of shares of Craig's and Reading's capital stock as may be reasonably requested in connection with any such action. Promptly after the effectiveness of the Registration Statement, each of Parent, Xxxxx and Reading shall cause the Proxy Statement/Prospectus to be mailed to Belco's its respective stockholders, and Westport will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Westport's stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. If if necessary, after the definitive Proxy Statement/Prospectus shall have been mailed, Westport and Belco shall promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies. Westport Parent shall advise Belco Xxxxx and Belco Reading and Xxxxx and Reading shall advise WestportParent, as applicable, promptly after it receives they receive notice thereof, of the time when the Registration Statement shall become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Belco Common Parent Class A Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. b. Following receipt by Deloitte & Touche LLP, Parent's independent auditors, of an appropriate request from either Company pursuant to SAS No. Solely 72, Parent shall use all reasonable efforts to cause to be delivered to each of the respective Companies a letter of Deloitte & Touche LLP, dated a date within two business days before the effective date of the Registration Statement, and addressed to the Companies, in form and substance reasonably satisfactory to the Company making the request and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the purpose of preparing the Joint Proxy Statement/Prospectus. c. Following receipt by Deloitte & Touche LLP, Westportthe independent auditors of Xxxxx and Reading, of an appropriate request from Parent pursuant to SAS No. 72, the respective Company shall use all reasonable efforts to cause to be delivered to Parent a letter of Deloitte & Touche LLP, as applicable, dated a date within two business days before the effective date of the Registration Statement, and addressed to Parent, in form and substance satisfactory to Parent and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement/Prospectus.