Common use of Prospectus/Proxy Statement; Registration Statement Clause in Contracts

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Parent and the Company will prepare and file with the SEC the Prospectus/Proxy Statement, and Parent will prepare and file with the SEC the Registration Statement in which the Prospectus/Proxy Statement is to be included as a prospectus. Parent and the Company will provide each other with any information which may be required in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will respond to any comments from the SEC, will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. 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 Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/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 or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Parent and the Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement and the Source Registration Statement (as defined in Section 5.1(b) are declared effective by the SEC. Parent shall also use all reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Company Merger and the conversion of Company Options into options to acquire Parent Common Stock, and the Company shall furnish any information concerning the Company and the holders of the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Parent Saturn and the Company will prepare Nova shall prepare, and file with the SEC SEC, the Prospectus/Proxy StatementStatement relating to the necessary approvals of the stockholders of Nova and Saturn, and Parent Saturn will prepare and file with the SEC the Registration Statement in which the Prospectus/Proxy Statement is to be included as a prospectusStatement. Parent Saturn and the Company will Nova shall provide each other with any such information which concerning it that may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 5.1Statement, or in any amendments or supplements thereto. Each of Parent Saturn and the Company Nova will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers Merger and the transactions contemplated hereby. Each of Parent Saturn and the Company Nova 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 Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Parent Saturn or the CompanyNova, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the CompanySaturn or Nova, such amendment or supplement. Each of Parent and the Company Saturn or Nova shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectProspectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Parent Saturn and the Company Nova will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement and the Source Registration Statement (as defined in Section 5.1(b) are is declared effective by the SEC. Parent Saturn shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Parent Saturn Common Stock in and assumption of the Company Merger and Assumed Nova Options pursuant to the conversion of Company Options into options to acquire Parent Common StockMerger, and the Company Nova shall furnish any information concerning the Company Nova and the holders of the Company Nova Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as reasonably practicable after the execution of this Agreement, Parent Buyer and the Company will prepare and file with the SEC the Prospectus/Proxy Statement, and Parent Buyer will prepare and file with the SEC the Registration Statement in which the Prospectus/Proxy Statement is to be included as a prospectus. Parent Buyer and the Company will provide each other with any information which may be required in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 5.16.2. Each of Parent Buyer and the Company will respond to any comments from the SEC, will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers Merger and the transactions contemplated hereby. Each of Parent Buyer 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 Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Parent Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company party shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectProspectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Parent and the The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement and the Source Registration Statement (as defined in Section 5.1(b) are is declared effective by the SEC. Parent Buyer shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Parent Buyer Common Stock in the Company Merger and the conversion of the Company Stock Options into options to acquire Parent Buyer Common Stock, and the Company shall furnish any information concerning the Company and the holders of the Company Common Stock and the Company Stock Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company will prepare and file with the SEC the Prospectus/Proxy Statement, and Parent will prepare and file with the SEC the Registration Statement in which the Prospectus/Proxy Statement is to be included as a prospectus. Parent and the Company will provide each other with any information which may be required in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will respond to any comments from the SEC, will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers Merger and the transactions contemplated hereby. 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 Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/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 or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company party shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectProspectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Parent and the The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement and the Source Registration Statement (as defined in Section 5.1(b) are is declared effective by the SEC. Parent shall also use all reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Company Merger and the conversion of the Company Options into options to acquire Parent Common Stock, and the Company shall furnish any information concerning the Company and the holders of the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, Company and Parent and the Company will shall prepare and file with the SEC the Prospectus/Proxy Statement, and Parent will shall prepare and file with the SEC the Registration Statement Statement, in which the Prospectus/Proxy Statement is to will be included as a prospectus. Each of Company and Parent and shall promptly provide to the Company will provide each other with any all such information which as reasonably may be required or appropriate for inclusion in order to effectuate the preparation and filing of Registration Statement and/or the Prospectus/Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other party's counsel and auditors in the preparation of the Registration Statement and the Registration Statement pursuant to this Section 5.1Prospectus/Proxy Statement. Each of Company and Parent and the Company will shall respond to any comments from of the SEC, will SEC and shall use all its respective commercially reasonable efforts to cause have the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing filing, and Company shall cause the Prospectus/Proxy Statement to keep be mailed to Company's shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as long as is necessary practicable after the date of this Agreement, each of Company and Parent shall prepare and file any other filings required to consummate be filed by it under the Mergers Exchange Act or any other Federal, foreign or related laws relating to the Merger and the transactions contemplated herebyby this Agreement (the "OTHER FILINGS"). Each of Company and Parent and the Company will shall notify the other promptly upon the receipt of any comments or other communication from the SEC or its staff in connection with or any other government officials and of any request by the filing of, SEC or its staff or any other government officials for amendments or supplements to, to the Registration Statement and/or Statement, the Prospectus/Proxy Statement, or any Other Filing, or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Prospectus/Proxy Statement, the Merger or any Other Filing. Whenever any event occurs which is required to be set forth Company may include in an amendment or supplement to the Prospectus/Proxy Statement and/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 or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Parent and the Company will cause the Prospectus/Proxy Statement to be mailed separate proposals submitting to its respective stockholders at shareholders for approval: (i) the earliest practicable time after the Registration Statement and the Source Registration Statement Articles Amendment (as defined in Section 5.1(b5.14), and (ii) are declared effective the modification of the terms of all outstanding Company Stock Options held by Company directors to provide (A) that such Company Stock Options shall become fully vested and exercisable upon a change of control of Company, including consummation of the SEC. Parent Merger, and (B) that each such Company Stock Option shall also use all reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection remain exercisable following the Effective Time for the balance of its ten year term irrespective of the director's termination of service with Company (the issuance "OPTION PROPOSAL"); provided that obtaining such approval of Parent Common Stock in the Company Merger Articles Amendment and the conversion of Company Options into options Option Proposal shall not be a condition precedent to acquire Parent Common Stock, and the Company shall furnish any information concerning the Company and the holders obligation of the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.Parties to effect the