Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare the Registration Statement (in which the Proxy Statement will be included), and Parent shall file (or cause to be filed) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party 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 or Proxy Statement, as applicable, and shall supply each other with copies of all correspondence between Parent or the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Company.

Proxy Statement and Registration Statement. (a) As promptly as practicable after None of the execution of this Agreement, information supplied or to be supplied by Parent and the Company shall jointly prepare for inclusion or incorporation by reference in the Registration Statement (in which the Proxy Statement will be included), and Parent shall file (or cause to be filedas defined herein) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party 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 or Joint Proxy Statement/Prospectus (as defined herein) will, as applicable, and shall supply each other with copies of all correspondence between Parent or (i) at the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement time it is declared effective under the Securities Act by Act, (ii) at the SEC as promptly as practicable after such filingtime the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of Parent, (iii) at the time of the Parent Shareholders’ Meeting, and Parent and (iv) at the Company shall use their reasonable best efforts Effective Time (with respect to keep the Registration Statement effective as long as is only), contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to consummate make the Merger and statements therein, in light of the transactions contemplated herebycircumstances under which it is made, not false or misleading. The Company will cause If at any time prior to the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever Effective Time any event occurs or circumstance relating to Parent or any Parent Subsidiaries, or their respective officers and directors, should be discovered by the Parent which is required to should be set forth in an amendment or supplement to the Proxy Registration Statement or Registration Joint Proxy Statement/Prospectus, Parent and the Company, as applicable, will shall promptly inform the other party Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by the Company or any of such occurrence its representatives, which is contained in the Registration Statement or the Joint Proxy Statement/Prospectus. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material aspects with the applicable requirements of the Securities Act and shall cause an appropriate the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder. (b) Neither the Registration Statement or any amendment or supplement describing such information thereto will, at the time it becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be promptly filed stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by Parent or Merger Sub in this Section 3.21(b) with respect to statements made or incorporated by reference therein based on information supplied the Company or any of its subsidiaries for inclusion by reference in the Registration Statement. The Registration Statement will comply as to form in all material respects with the SEC and/or mailed to stockholders applicable provisions of the CompanySecurities Act and the rules and regulations thereunder.

Proxy Statement and Registration Statement. (a) As promptly FMC and Lehigh agree that they shall cooperate in the preparation of and the filing with the Securities and Exchange Commission by Lehigh of a proxy statement/prospectus (the "Proxy Statement") in accordance with the Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be included in the registration statement of Lehigh referred to below and (ii) the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as practicable after may be appropriate (the execution "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock to be issued pursuant to this Agreement, Parent . Lehigh and the Company FMC thereafter shall jointly prepare use all reasonable efforts to cause the Registration Statement (in which to become effective under the Proxy Statement will be included)1933 Act at the earliest practicable date, and Parent shall file (or cause take such actions as may reasonably be required under applicable state securities laws to be filed) permit the transactions contemplated by this Agreement. Lehigh shall advise FMC promptly when the Registration Statement with the SEC has become effective, and the Company FMC and Lehigh shall file the thereupon each send a Proxy Statement with to their respective stockholders for purposes of the SECMeeting contemplated by this Agreement. The Proxy Statement Statements shall include be mailed not less than 20 days prior to such meetings to all stockholders of record at their address of record on the notice to stockholders required under Washington Law that appraisal rights will be availabletransfer records of FMC and Lehigh. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments toEach party shall bear their respective out of pocket expenses, and the definitiveexpenses related to preparing their respective Proxy Statement, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made)soliciting proxies, Parent shalland preparing documents, financial statements, schedules, exhibits, and like materials for inclusion in consultation with the Company, prepare and file any required amendments to the Registration Statement with Statement. Lehigh shall be responsible for the SECexpenses of filing the Registration Statement. (b) Parent Subject to the conditions set forth below, the parties agree to indemnify and hold harmless each other, their respective officers, directors, partners, employees, agents and counsel against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 9, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact made by the Company will party against whom indemnification is sought and contained (1) in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement (as from time to time amended and supplemented) or any amendment or supplement thereto; or (2) in any application or other document or communication (in this Section 9 collectively called an "application") executed by or on behalf of either party or based upon written information filed in any jurisdiction in order to qualify the shares of Lehigh Common Stock to be issued in connection with the Merger under the "Blue Sky" or securities laws thereof or filed with the Securities and Exchange Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; unless such statement or omission was made in reliance upon and in conformity with written information furnished to the indemnifying party from the party seeking indemnification expressly for inclusion in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of representation, warranty, covenant, or agreement contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability each party may otherwise have, including liabilities arising under this Agreement. If any action is brought against either party or any of its officers, directors, partners, employees, agents, or counsel ( an "indemnified party") in respect of which indemnity may be sought pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the other party (the "indemnifying party") in writing of the institution of such action (but the failure to so notify shall not relieve the indemnifying party from any liability it may have other than pursuant to this Paragraph 9(b)) and the indemnifying party shall promptly upon assume the receipt defense of such action, including the employment of counsel and payment of expenses (satisfactory to such indemnified party or parties). Such indemnified party or parties shall have the right to employ its or their own counsel in any comments from such case, but the SEC fees and expenses of such counsel shall be at the expense of such indemnified party or its staff parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies defense of all correspondence between Parent such action or the Company indemnifying party shall not have promptly employed counsel satisfactory to such indemnified party or any parties to have charge of their representatives, on the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one hand, and the SEC or its staff, on the more legal defenses available to it or them or to other hand, with respect indemnified parties which are different from or additional to the Proxy Statement and the Registration Statement. Parent and the Company shall provide those available to the other party (in any of which events such fees and its counsel) with a reasonable opportunity to review and comment on expenses shall be borne by the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent indemnifying party and the Company indemnifying party shall use their reasonable best efforts to not have the Proxy Statement cleared by right to direct the SEC and defense of such action on behalf of the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyindemnified party or parties. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth Anything in an amendment or supplement this paragraph to the Proxy Statement contrary notwithstanding, the indemnifying party shall not be liable for any settlement of any such claim or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Companyaction effected without its written consent.

Proxy Statement and Registration Statement. (a) As promptly as practicable after FMC and Lehigh agree that they shall cooperate in the execution preparation of this Agreement, Parent and the Company filing with the Securities and Exchange Commission by Lehigh of a proxy statement/prospectus (the "Proxy Statement") in accordance with the Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be included in the registration statement of Lehigh referred to below and (ii) the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as may be appropriate (the "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock and Lehigh Preferred Stock to be issued pursuant to this Agreement and the shares of Lehigh Common Stock issuable upon conversion of the Lehigh Preferred Stock. Lehigh and FMC thereafter shall jointly prepare use all reasonable efforts to cause the Registration Statement (in which to become effective under the Proxy Statement will be included)1933 Act at the earliest practicable date, and Parent shall file (or cause take such actions as may reasonably be required under applicable state securities laws to be filed) permit the transactions contemplated by this Agreement. Lehigh shall advise FMC promptly when the Registration Statement with the SEC has become effective, and the Company Lehigh shall file the thereupon send a Proxy Statement with to its stockholders for purposes of the SECMeeting contemplated by this Agreement. The Proxy Statement shall include be mailed not less than 20 days prior to such meeting to all stockholders of record at their address of record on the notice to stockholders required under Washington Law that appraisal rights will be availabletransfer records of Lehigh. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments toEach party shall bear their respective out of pocket expenses, and the definitiveexpenses related to preparing documents, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made)financial statements, Parent shallschedules, exhibits, and like materials for inclusion in consultation with the Company, prepare and file any required amendments to the Registration Statement with Statement. Lehigh shall be responsible for the SECexpenses of filing the Registration Statement. (b) Parent Subject to the conditions set forth below, the parties agree to indemnify and hold harmless each other, their respective officers, directors, partners, employees, agents and counsel against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 9, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact made by the party against whom indemnification is sought and contained (1) in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement (as from time to time amended and supplemented) or any amendment or supplement thereto; or (2) in any application or other document or communication (in this Section 9 collectively called an "application") executed by or on behalf of either party or based upon written information filed in any jurisdiction in order to qualify the shares of Lehigh Common Stock and Lehigh Preferred Stock to be issued in connection with the Merger and the Company will shares of Lehigh Common Stock issuable upon conversion of the Lehigh Preferred Stock under the "Blue Sky" or securities laws thereof or filed with the Securities and Exchange Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; unless such statement or omission was made in reliance upon and in conformity with written information furnished to the indemnifying party from the party seeking indemnification expressly for inclusion in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of representation, warranty, covenant, or agreement contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability each party may otherwise have, including liabilities arising under this Agreement. If any action is brought against either party or any of its officers, directors, partners, employees, agents, or counsel ( an "indemnified party") in respect of which indemnity may be sought pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the other party (the "indemnifying party") in writing of the institution of such action (but the failure to so notify shall not relieve the indemnifying party from any liability it may have other than pursuant to this Paragraph 9(b)) and the indemnifying party shall promptly upon assume the receipt defense of such action, including the employment of counsel and payment of expenses (satisfactory to such indemnified party or parties). Such indemnified party or parties shall have the right to employ its or their own counsel in any comments from such case, but the SEC fees and expenses of such counsel shall be at the expense of such indemnified party or its staff parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies defense of all correspondence between Parent such action or the Company indemnifying party shall not have promptly employed counsel satisfactory to such indemnified party or any parties to have charge of their representatives, on the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one hand, and the SEC or its staff, on the more legal defenses available to it or them or to other hand, with respect indemnified parties which are different from or additional to the Proxy Statement and the Registration Statement. Parent and the Company shall provide those available to the other party (in any of which events such fees and its counsel) with a reasonable opportunity to review and comment on expenses shall be borne by the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent indemnifying party and the Company indemnifying party shall use their reasonable best efforts to not have the Proxy Statement cleared by right to direct the SEC and defense of such action on behalf of the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyindemnified party or parties. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth Anything in an amendment or supplement this paragraph to the Proxy Statement contrary notwithstanding, the indemnifying party shall not be liable for any settlement of any such claim or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Companyaction effected without its written consent.

Proxy Statement and Registration Statement. (a) As promptly Preparation ------------------------------------------ and Filing. The parties will prepare and file with the SEC as soon as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare date hereof the Registration Statement (in which and the Proxy Statement will be included(together, the "Proxy/Registration Statement"), and Parent . The parties hereto shall file (or each use reasonable efforts to cause to be filed) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party 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 or Proxy Statement, as applicable, and shall supply each other with copies of all correspondence between Parent or the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Parent Common Stock issuable in connection with the Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to service of process in any jurisdiction where it will not be, following the Merger, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy/Registration Statement. The parties shall use reasonable efforts to cause the shares of Parent Common Stock issuable in the Merger to be approved for listing on the NYSE upon official notice of issuance. The information provided by any party hereto for use in the Proxy/Registration Statement shall be true and Parent and correct in all material respects without omission of any material fact which is required to make such information, in the circumstances under which it is provided, not false or misleading. No representation, covenant or agreement is made by or on behalf of any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement/ Registration Statement. (b) Letter of the Company's Accountant. Following receipt by Xxxxxx ---------------------------------- Xxxxxxxx, LLP, the Company's independent auditor, of an appropriate request from the Company pursuant to SAS No. 72, the Company shall use their reasonable its best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed delivered to its stockholders at Parent a letter of Xxxxxx Xxxxxxxx LLP dated a date within two business days before the earliest practicable time after date of the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or Proxy/Registration Statement, and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements similar to the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the CompanyProxy/Registration Statement.