Common use of Proxy/Prospectus Filing; Information Supplied Clause in Contracts

Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum and Entegris shall jointly prepare and cause to be filed with the SEC the joint proxy statement relating to the Versum Stockholders Meeting and the Entegris Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris shall prepare and file with the SEC, Entegris’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum and Entegris each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum and Entegris, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable. (b) Each of Versum and Entegris shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. Each of Entegris and Versum shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Entegris Common Stock for offering or sale in any jurisdiction, and each of Entegris and Versum shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Entegris shall use its reasonable best efforts to take any other action required to be taken under any applicable securities Laws, rules or regulations in connection with the Transactions, the issuance of shares of Entegris Common Stock pursuant to this Agreement and the treatment of Versum Options and other Versum Equity Awards pursuant to Section 2.3, and Versum shall furnish all information concerning Versum and the holders of Versum Common Stock, Versum and other Versum Equity Awards as may be reasonably requested in connection with any such action. (c) Each of Versum and Entegris agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of Versum and Entegris and at the times of the Versum Stockholders Meeting and Entegris Stockholders Meeting, 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. Versum and Entegris will cause the Proxy/Prospectus and Entegris will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. If, at any time prior to the Effective Time, either Party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Proxy/Prospectus that would require any amendment or supplement to the Registration Statement or the Proxy/Prospectus so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Party shall promptly advise the other Party and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Versum stockholders and the Entegris stockholders. (d) Each of Versum and Entegris will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement, responses to any comments from the SEC with respect thereto, and other documents related to the Versum Stockholders Meeting, the Entegris Stockholders Meeting or the issuance of the shares of Entegris Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the stockholders of Versum and Entegris, as applicable. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Versum Stockholders Meeting, the Entegris Stockholders Meeting or the issuance of the shares of Entegris Common Stock in respect of the Merger all comments reasonably and promptly proposed by the other Party or its legal counsel and each Party agrees that all information relating to Entegris and its Subsidiaries included in the Proxy/Prospectus or the Registration Statement shall be in form and content satisfactory to Entegris, acting reasonably, and all information relating to Versum and its Subsidiaries included in the Proxy/Prospectus or the Registration Statement shall be in form and content satisfactory to Versum, acting reasonably. Notwithstanding the foregoing, the provisions of this Section 7.3(d) shall (i) not apply with respect to information relating to a Change of Recommendation and (ii) in respect of documents filed by a Party that are incorporated by reference in the Registration Statement or Proxy/Prospectus, apply only with respect to the information relating to the other Party or the other Party’s business, financial condition or results of operations or the Combined Company.

Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum but no later than July 15, 2019, Crown and Entegris King shall jointly prepare and cause to be filed with the SEC the joint proxy statement relating to the Versum Crown Stockholders Meeting and the Entegris King Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris King shall prepare and file with the SEC, EntegrisKing’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum Crown and Entegris King each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum Crown and EntegrisKing, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable. (b) Each of Versum Crown and Entegris King shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. Each of Entegris King and Versum Crown shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Entegris King Common Stock for offering or sale in any jurisdiction, and each of Entegris King and Versum Crown shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Entegris King shall use its reasonable best efforts to take any other action required to be taken under any applicable securities Laws, rules or regulations in connection with the Transactions, the issuance of shares of Entegris King Common Stock pursuant to this Agreement and the treatment of Versum Crown Options and other Versum Crown Equity Awards pursuant to Section 2.3, and Versum Crown shall furnish all information concerning Versum Crown and the holders of Versum Crown Common Stock, Versum Crown and other Versum Crown Equity Awards as may be reasonably requested in connection with any such action. (c) Each of Versum Crown and Entegris King agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of Versum Crown and Entegris King and at the times of the Versum Crown Stockholders Meeting and Entegris King Stockholders Meeting, 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. Versum Crown and Entegris King will cause the Proxy/Prospectus and Entegris King will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. If, at any time prior to the Effective Time, either Party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Proxy/Prospectus that would require any amendment or supplement to the Registration Statement or the Proxy/Prospectus so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Party shall promptly advise the other Party and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Versum Crown stockholders and the Entegris King stockholders. (d) Each of Versum Crown and Entegris King will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement, responses to any comments from the SEC with respect thereto, and other documents related to the Versum Crown Stockholders Meeting, the Entegris King Stockholders Meeting or the issuance of the shares of Entegris King Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the stockholders of Versum Crown and EntegrisKing, as applicable. Each Party will include in the Proxy/Prospectus, the Registration Statement Statement, responses to any comments from the SEC with respect thereto, and such other documents related to the Versum Crown Stockholders Meeting, the Entegris King Stockholders Meeting or the issuance of the shares of Entegris King Common Stock in respect of the Merger all comments reasonably and promptly proposed by the other Party or its legal counsel and each Party agrees that all information relating to Entegris King and its Subsidiaries included in the Proxy/Prospectus or the Registration Statement shall be in form and content satisfactory to EntegrisKing, acting reasonably, and all information relating to Versum Crown and its Subsidiaries included in the Proxy/Prospectus or the Registration Statement shall be in form and content satisfactory to VersumCrown, acting reasonably. Notwithstanding the foregoing, the provisions of this Section 7.3(d) shall (i) not apply with respect to information relating to a Change of Recommendation and (ii) in respect of documents filed by a Party that are incorporated by reference in the Registration Statement or Proxy/Prospectus, apply only with respect to the information relating to the other Party or the other Party’s business, financial condition or results of operations or or, after the Combined CompanyEffective Time, King.

Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum L3 and Entegris Xxxxxx shall jointly prepare and cause to be filed file with the SEC the joint proxy statement relating to the Versum L3 Stockholders Meeting and the Entegris Xxxxxx Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris Xxxxxx shall prepare and file with the SEC, Entegris’s Xxxxxx’ registration statement on Form S-4 S‑4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum L3 and Entegris Xxxxxx each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum L3 and EntegrisXxxxxx, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable. (b) Each of Versum L3 and Entegris Xxxxxx shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. Each of Entegris Xxxxxx and Versum L3 shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Entegris Xxxxxx Common Stock for offering or sale in any jurisdiction, and each of Entegris Xxxxxx and Versum L3 shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Entegris Xxxxxx 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 so qualified on the date of this Agreement) required to be taken under any applicable securities Laws, rules or regulations in connection with the Transactions, the issuance of shares of Entegris Xxxxxx Common Stock pursuant to this Agreement and the treatment of Versum L3 Options and other Versum L3 Equity Awards pursuant to Section 2.32.4, and Versum L3 shall furnish all information concerning Versum L3 and the holders of Versum Common StockX0 Xxxxxx Xxxxx, Versum X0 and other Versum L3 Equity Awards as may be reasonably requested in connection with any such action. (c) Each of Versum L3 and Entegris Xxxxxx agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of Versum L3 and Entegris Xxxxxx and at the times of the Versum L3 Stockholders Meeting and Entegris Xxxxxx Stockholders Meeting, 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. Versum L3 and Entegris Xxxxxx will cause the Proxy/Prospectus and Entegris Xxxxxx will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. If, at any time prior to the Effective Time, either Party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Proxy/Prospectus that would require any amendment or supplement to the Registration Statement or the Proxy/Prospectus so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Party shall promptly advise the other Party and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Versum L3 stockholders and the Entegris stockholdersXxxxxx stockholder. (d) Each of Versum L3 and Entegris Xxxxxx will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement, responses to any comments from the SEC with respect thereto, and other documents related to the Versum L3 Stockholders Meeting, the Entegris Xxxxxx Stockholders Meeting or the issuance of the shares of Entegris Xxxxxx Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the stockholders of Versum L3 and EntegrisXxxxxx, as applicable. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Versum L3 Stockholders Meeting, the Entegris Xxxxxx Stockholders Meeting or the issuance of the shares of Entegris Xxxxxx Common Stock in respect of the Merger with all comments reasonably and promptly proposed by the other Party or its legal counsel and each Party agrees that all information relating to Entegris Xxxxxx and its Subsidiaries included in the Proxy/Prospectus or and the Registration Statement shall be in form and content satisfactory to EntegrisXxxxxx, acting reasonably, and all information relating to Versum L3 and its Subsidiaries included in the Proxy/Prospectus or and the Registration Statement shall be in form and content satisfactory to VersumL3, acting reasonably. Notwithstanding the foregoing, the provisions of this Section 7.3(d8.3(d) shall (i) not apply with respect to information relating to a Change of Recommendation and (ii) in respect of documents filed by a Party that are incorporated by reference in the Registration Statement or Proxy/Prospectus, apply only with respect to the information relating to the other Party or the other Party’s business, financial condition or results of operations or the Combined Company.

Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum L3 and Entegris Xxxxxx shall jointly prepare and cause to be filed file with the SEC the joint proxy statement relating to the Versum L3 Stockholders Meeting and the Entegris Xxxxxx Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris Xxxxxx shall prepare and file with the SEC, Entegris’s Xxxxxx’ registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum L3 and Entegris Xxxxxx each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum L3 and EntegrisXxxxxx, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable. (b) Each of Versum L3 and Entegris Xxxxxx shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Registration Statement or the Proxy/Prospectus or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Registration Statement or Proxy/Prospectus. Each of Entegris Xxxxxx and Versum L3 shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Entegris Xxxxxx Common Stock for offering or sale in any jurisdiction, and each of Entegris Xxxxxx and Versum L3 shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Entegris Xxxxxx 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 so qualified on the date of this Agreement) required to be taken under any applicable securities Laws, rules or regulations in connection with the Transactions, the issuance of shares of Entegris Xxxxxx Common Stock pursuant to this Agreement and the treatment of Versum L3 Options and other Versum L3 Equity Awards pursuant to Section 2.32.4, and Versum L3 shall furnish all information concerning Versum L3 and the holders of Versum Common StockX0 Xxxxxx Xxxxx, Versum X0 and other Versum L3 Equity Awards as may be reasonably requested in connection with any such action. (c) Each of Versum L3 and Entegris Xxxxxx agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement 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, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy/Prospectus and any amendment or supplement thereto will, at the date of mailing to the stockholders of Versum L3 and Entegris Xxxxxx and at the times of the Versum L3 Stockholders Meeting and Entegris Xxxxxx Stockholders Meeting, 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. Versum L3 and Entegris Xxxxxx will cause the Proxy/Prospectus and Entegris will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. If, at any time prior to the Effective Time, either Party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Proxy/Prospectus that would require any amendment or supplement to the Registration Statement or the Proxy/Prospectus so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Party shall promptly advise the other Party and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Versum stockholders and the Entegris stockholders.-46- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (d) Each of Versum L3 and Entegris Xxxxxx will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the Registration Statement, responses to any comments from the SEC with respect thereto, and other documents related to the Versum L3 Stockholders Meeting, the Entegris Xxxxxx Stockholders Meeting or the issuance of the shares of Entegris Xxxxxx Common Stock in respect of the Merger, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the stockholders of Versum L3 and EntegrisXxxxxx, as applicable. Each Party will include in the Proxy/Prospectus, the Registration Statement and such other documents related to the Versum L3 Stockholders Meeting, the Entegris Xxxxxx Stockholders Meeting or the issuance of the shares of Entegris Xxxxxx Common Stock in respect of the Merger with all comments reasonably and promptly proposed by the other Party or its legal counsel and each Party agrees that all information relating to Entegris Xxxxxx and its Subsidiaries included in the Proxy/Prospectus or and the Registration Statement shall be in form and content satisfactory to EntegrisXxxxxx, acting reasonably, and all information relating to Versum L3 and its Subsidiaries included in the Proxy/Prospectus or and the Registration Statement shall be in form and content satisfactory to VersumL3, acting reasonably. Notwithstanding the foregoing, the provisions of this Section 7.3(d8.3(d) shall (i) not apply with respect to information relating to a Change of Recommendation and (ii) in respect of documents filed by a Party that are incorporated by reference in the Registration Statement or Proxy/Prospectus, apply only with respect to the information relating to the other Party or the other Party’s business, financial condition or results of operations or the Combined Company.