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

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the date of this Agreement (and within thirty (30) days if reasonably possible), the Company and Parent shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall promptly respond to any comments from the SEC and shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as the case may be, is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Joint Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will provide the Company with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to such filings. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall distribute the Joint Proxy Statement to its respective stockholders. Parent shall also take any actions reasonably required to be taken under applicable state securities laws in connection with the Share Issuance.

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after following the date of this Agreement (Agreement, Parent and within thirty (30) days if reasonably possible), the Company shall prepare, and Parent shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall prepare and file with the SEC SEC, the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall promptly respond to any comments from cooperate in the SEC preparation and filing of the Registration Statement and Joint Proxy Statement. Each of Parent and the Company shall use its commercially reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other the opportunity to review and comment thereon. Each of Parent and the Company will notify shall use commercially reasonable efforts to cause to be delivered to the other promptly upon a “comfort letter” of its independent auditors, dated the receipt of any comments from date that is two (2) Business Days prior to the SEC or its staff in connection with the filing of, or amendments or supplements to, date on which the Registration Statement and/or the Joint Proxy Statementbecomes effective. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as applicable, will advise the case may beother promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, is required the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable as the Per Share Merger Consideration in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement or the Registration Statement, Parent so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Companystatements therein, as in light of the case may becircumstances under which they were made, will not misleading, the party which discovers such information shall promptly inform notify the other of such occurrence parties and Parent and the Company shall cooperate in filing as appropriate to prepare and promptly file with the SEC and/or mailing to stockholders of Parent and/or the Company, such an appropriate amendment or supplement. Parent supplement describing such information shall provide be promptly filed with the Company (and its counsel) with SEC, after the other party has had a reasonable opportunity to review and comment on thereon, and, to the Registration Statement and extent required by applicable Law, disseminated to the Joint Proxy Statement, and any amendment or supplement thereto, prior to filing such with respective stockholders of the SEC, and will provide the Company with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to such filingsCompany. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall distribute the Joint Proxy Statement to its respective stockholders. Parent shall also take any actions reasonably required to be taken under applicable state securities laws in connection with the Share Issuance.

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the date of this Agreement (and within thirty (30) days if reasonably possible), the The Company and Parent shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectusincluded, and Parent and Company shall promptly thereafter file the Registration Statement and Joint Proxy Statement. Each of Parent and the Company shall promptly respond use its reasonable best efforts to any comments from cause its financial advisor to reconfirm and reissue, as of the SEC date of mailing of the Joint Proxy Statement, the Parent Fairness Opinion and the Company Fairness Opinion, respectively, for inclusion and reference in the Joint Proxy Statement; provided, however, that in no event shall the reconfirmation and reissuance of either the Parent Fairness Opinion or the Company Fairness Opinion be a condition precedent to the obligations set forth in Section 5.1 above or a condition precedent to the mailing of the Joint Proxy Statement. Further, in no event shall the reconfirmation or reissuance, at whatever date, of the Parent Fairness Opinion or the Company Fairness Opinion, as the case may be, constitute a condition precedent to Closing. Each of Parent and the Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as the case may be, is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and the Joint Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will provide the Company with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to such filings. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall distribute mail the Joint Proxy Statement to its respective stockholdersshareholders. Parent shall also take any actions reasonably action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the Share Issuance.issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No amendment or supplement to the Joint Proxy Statement or the A-26