Common use of Proxy Statement and S-4 Clause in Contracts

Proxy Statement and S-4. The Company and the Parent shall promptly prepare and file with the SEC, as soon as practicable, a preliminary joint proxy statement (the "Proxy Statement") and S-4 relating to the Recapitalization Merger and the Merger as required by the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company, the Parent and the Sub will cooperate with each other in the preparation of the Proxy Statement. The Company and the Parent shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement, and to cause the Proxy Statement to be mailed to the Company's and the Parent's stockholders at the earliest practicable date.

Proxy Statement and S-4. The Company and the Parent shall promptly prepare and file with the SEC, as soon as practicable, a preliminary joint proxy statement (the "Proxy Statement") and S-4 relating to the Recapitalization Merger and the Merger as required by the Exchange Act and the Securities Act and the rules and regulations thereunder. Each of the Parent and the Company shall use commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company, the Parent and the Sub will cooperate with each other in the preparation of the Proxy Statement. The Company and the Parent shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement, and to cause the Proxy Statement to be mailed to the Company's and the Parent's stockholders at the earliest practicable date.