Common use of Proxy Statement; Form S-4 Clause in Contracts

Proxy Statement; Form S-4. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC a preliminary Proxy Statement to be sent to the stockholders of Parent and the Company in connection with Parent Shareholders' Meeting and the Company Stockholders' Meeting, respectively, and Parent shall prepare and cause to be filed with the SEC the Form S-4. Parent and the Company shall use all reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by the Securities Act or the Exchange Act) will be included in the Form S-4. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent of the parties as reasonably necessary to respond to any comments or requests received from the SEC. Parent shall use all reasonable efforts to cause the Form S-4 (including the Proxy Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent and the Company will use all reasonable efforts to cause the Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.7. If the Company or Parent becomes aware of any information that should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement, then the Company or Parent, as applicable, shall promptly inform the other party thereof and shall cooperate with the other party in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parent. (b) Prior to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified under the Securities Act. (c) Parent shall amend its 1997 Employee Stock Purchase Plan to provided that Company employees will be eligible to participate in such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall to the extent feasible have purchase dates and otherwise ending days consistent with those for Parent's employees). To the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected in the Proxy Statement.

Proxy Statement; Form S-4. (a) As promptly as practicable after following the date of this Agreement, Parent and (a) the Company shall prepare and cause to be filed with the SEC a preliminary Proxy Statement to be sent to the stockholders of Parent and the Company in connection with Parent Shareholders' Meeting and the Company Stockholders' Meeting, respectively, and Parent shall prepare and cause to be filed file with the SEC a proxy statement in preliminary form and (b) Parent shall prepare and file with the SEC a Registration Statement on Form S-4 (the “Form S-4. Parent and ”), in which the Company shall use all reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by the Securities Act or the Exchange Act) proxy statement will be included in the Form S-4as a prospectus. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent Each of the parties as reasonably necessary to respond to any comments or requests received from the SEC. Company and Parent shall use all its reasonable efforts to cause the Form S-4 (including the Proxy Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after it is filed with the SECsuch filing. Parent and the The Company will shall use all reasonable best efforts to cause the Proxy Statement proxy statement to be mailed to their respective stockholders the Shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities or “blue sky” laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that holders of Company Capital Stock and rights to acquire Company Capital Stock as may be required or reasonably requested in connection with any action contemplated such action. No filing of, or amendment or supplement to, the Form S-4 or the proxy statement will be made by this Section 5.7Parent or the Company, as applicable, without providing the other the opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent becomes aware of any information that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statementproxy statement, then 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 Company or Parentstatements therein, as applicablein light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly inform notify the other party thereof parties hereto and shall cooperate with the other party in filing such an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parent. (b) Prior to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified under the Securities Act. (c) Parent shall amend its 1997 Employee Stock Purchase Plan to provided that Company employees will be eligible to participate in such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall to the extent feasible have purchase dates and otherwise ending days consistent with those for Parent's employees). To required under applicable law, disseminated to the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected in the Proxy StatementShareholders.

Proxy Statement; Form S-4. (a) As promptly as practicable after the date of this Agreement, Parent Sub and the Company shall prepare cooperate and cause to be filed prepare, and the Company shall file with the SEC as soon as practicable, a preliminary Proxy Statement proxy statement with respect to be sent to the Special Meeting of the stockholders of Parent and the Company in connection with Parent Shareholders' Meeting the Merger (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. If the Stock Election is exercised, Sub and the Company Stockholders' Meeting, respectivelyshall cooperate and prepare, and Parent the Company shall prepare and cause to be filed file a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act with the SEC promptly following receipt of final comments from the staff of the SEC on the Proxy Statement (or advice that the staff will not review such filing) or such other time as Sub may determine. The Company will comply in all respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement, the Form S-4. Parent S-4 and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger, unless otherwise required by the fiduciary duties of the directors under applicable law as contemplated hereby. The Company shall use all reasonable efforts to cause the Proxy Statement to comply efforts, and Sub will cooperate with the rules and regulations promulgated by the SECCompany, to respond promptly to any comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by the Securities Act or the Exchange Act) will be included in the Form S-4. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent of the parties as reasonably necessary to respond to any comments or requests received from the SEC. Parent shall use all reasonable efforts to cause the Form S-4 (including the Proxy Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after it is filed with the SEC. Parent and the Company will use all reasonable efforts to cause the Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Actpracticable. The Company shall promptly furnish use its best efforts to Parent obtain prior to the effective date of the Form S-4, all information concerning necessary state securities law or "Blue Sky" permits or approvals required to carry out the Company and the Company's stockholders that may be required or reasonably requested in connection with any action transactions contemplated by this Section 5.7. If Agreement and will pay all expenses incident thereto. (b) The Company agrees that the Proxy Statement, and if applicable the Form S-4, and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of stockholders of the Company, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a 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 false or misleading; provided, however, that the -------- ------- foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning Sub furnished to the Company by Sub specifically for use in the Proxy Statement or Parent the Form S-4. Sub agrees that the written information concerning Sub provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of the Company, or, in the case of the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes aware effective, will not include an untrue statement of any information that should a material fact or omit to state a material fact required to be set forth stated therein or necessary to make the statements therein, in an light of the circumstances under which they were made, not false or misleading. (c) No amendment or supplement to the Proxy Statement or the Form S- 4 will be made by Sub or the Company without the approval of the other party. The Company will advise Sub of any request by the SEC for amendment of the Proxy Statement or the Form S-4 or the Proxy Statement, then the Company comments thereon and responses thereto or Parent, as applicable, shall promptly inform the other party thereof and shall cooperate with the other party in filing such amendment or supplement with requests by the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parentfor additional information. (b) Prior to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified under the Securities Act. (c) Parent shall amend its 1997 Employee Stock Purchase Plan to provided that Company employees will be eligible to participate in such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall to the extent feasible have purchase dates and otherwise ending days consistent with those for Parent's employees). To the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected in the Proxy Statement.

Proxy Statement; Form S-4. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company Alkermes shall prepare and cause to be filed with the SEC a preliminary Proxy Statement to be sent joint proxy statement relating to the stockholders of Parent and the Company in connection with Parent Alkermes Shareholders' Meeting and the Company Stockholders' MeetingReliant member consent solicitation (together with any amendments thereof or supplements thereof, respectively, the "Proxy Statement") and Alkermes shall cause Parent shall to prepare and cause to be filed file with the SEC the Form S-4 (together with all amendments thereto, the "Form S-4. Parent and "; the Company shall use all reasonable efforts to cause prospectus contained in the Form S-4 together with the Proxy Statement, the "Proxy/Prospectus"), in which the Proxy Statement to comply shall be included, in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by registration under the Securities Act or the Exchange Act) will be included in the Form S-4. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent of the parties shares of Parent Common Stock to be issued to the members of Reliant as reasonably necessary Reliant Merger Consideration and to respond to any comments or requests received from the SECshareholders of Alkermes as Alkermes Merger Consideration. Each of Alkermes and Parent shall use all reasonable best efforts to cause the Form S-4 (including to become effective as promptly as practicable, and, prior to the Proxy Statement) Effective Time, Alkermes shall cause Parent to comply take all or any action reasonably required under any applicable federal or state securities laws in connection with the rules issuance of shares of Parent Common Stock in the Mergers. Each of Alkermes, Parent and regulations promulgated by Reliant shall furnish all information concerning it and the SEC, to respond promptly to any comments holders of its capital stock (or units) as the SEC or its staff other may reasonably request in connection with such actions and to have the preparation of the Form S-4 declared effective under the Securities Act as and Proxy Statement. As promptly as practicable after it is filed with the SEC. Parent and the Company will use all reasonable efforts to cause the Proxy Statement to be mailed to their respective stockholders as promptly as reasonably practicable after the Form S-4 is declared shall have become effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that may Proxy Statement shall have been cleared by the SEC, Alkermes shall mail the Proxy/Prospectus to its shareholders and members of Reliant. No filing of, or amendment or supplement of, or amendment or supplement to, the Form S-4 shall be required made by Alkermes or reasonably requested Parent, in each case, without providing Reliant a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith. Alkermes and Parent shall advise Reliant, promptly after either receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any action contemplated jurisdiction, or any request by this Section 5.7. If the Company SEC for amendment of the Proxy Statement or Parent becomes aware of any information that should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement, then the Company comments thereon and responses thereto or Parent, as applicable, shall promptly inform the other party thereof and shall cooperate with the other party in filing such amendment or supplement with requests by the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parentfor additional information. (b) Prior Alkermes will indemnify and hold harmless Reliant and its Affiliates and their respective officers, managers, members, employees, agents and attorneys (the "Reliant Indemnitees"), from and against any and all losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and expenses) to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified which any of such Reliant Indemnitees may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities, costs or expenses are caused by, arise out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Form S-4 (or contained in any document or filing incorporated therein by reference), any proxy statement or prospectus contained therein, or any amendment or supplement thereto, or (ii) the omission or alleged omission to state therein a 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; provided, however, that, Alkermes will not be liable in any such case to the extent that any such loss, claim, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by or on behalf of any Reliant Indemnitee in writing specifically for use in the preparation thereof. (c) Parent shall amend Reliant will indemnify and hold harmless Alkermes and its 1997 Employee Stock Purchase Plan Affiliates, and their respective officers, managers, members, employees, agents and attorneys (the "Alkermes Indemnitees"), from and against any and all losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and expenses) to provided that Company employees which any of such Alkermes Indemnitees may become subject under the Securities Act, the Exchange Act or otherwise insofar as such losses, claims, damages, liabilities, costs or expenses are caused by, arise out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Form S-4, any proxy statement or prospectus contained therein, or any amendment or supplement thereto, or (ii) the omission or alleged omission to state therein a 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; provided, however, that, Reliant will only be eligible to participate liable in any such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall case to the extent feasible have purchase dates and otherwise ending days consistent that any such loss, claim, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with those information furnished by or on behalf of Reliant in writing specifically for Parent's employees). To the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected use in the Proxy Statementpreparation thereof.

Proxy Statement; Form S-4. (a) As promptly as practicable after the date of this Agreement, Parent Sub and the Company shall prepare cooperate and cause to be filed prepare, and the Company shall file with the SEC as soon as practicable, a preliminary Proxy Statement proxy statement with respect to be sent to the Special Meeting of the stockholders of Parent and the Company in connection with Parent Shareholders' Meeting the Merger (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. If the Stock Election is exercised, Sub and the Company Stockholders' Meeting, respectivelyshall cooperate and prepare, and Parent the Company shall prepare and cause to be filed file a Registration Statement on Form S-4 (the "Form S4-") under the Securities Act with the SEC promptly following receipt of final comments from the staff of the SEC on the Proxy Statement (or advice that the staff will not review such filing) or such other time as Sub may determine. The Company will comply in all respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement, the Form S-4. Parent S-4 and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger, unless otherwise required by the fiduciary duties of the directors under applicable law as contemplated hereby. The Company shall use all reasonable efforts to cause the Proxy Statement to comply efforts, and Sub will cooperate with the rules and regulations promulgated by the SECCompany, to respond promptly to any comments of the SEC or its staff and to have the Proxy Statement cleared by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by the Securities Act or the Exchange Act) will be included in the Form S-4. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent of the parties as reasonably necessary to respond to any comments or requests received from the SEC. Parent shall use all reasonable efforts to cause the Form S-4 (including the Proxy Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after it is filed with the SEC. Parent and the Company will use all reasonable efforts to cause the Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Actpracticable. The Company shall promptly furnish use its best efforts to Parent obtain prior to the effective date of the Form S4, all information concerning necessary state securities law or "Blue Sky" permits or approvals required to carry out the Company and the Company's stockholders that may be required or reasonably requested in connection with any action transactions contemplated by this Section 5.7. If Agreement and will pay all expenses incident thereto. (b) The Company agrees that the Proxy Statement, and if applicable the Form S-4, and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of stockholders of the Company, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a 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 false or misleading; provided, however, that the -------- ------- foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning Sub furnished to the Company by Sub specifically for use in the Proxy Statement or Parent the Form S-4. Sub agrees that the written information concerning Sub provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of the Company, or, in the case of the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes aware effective, will not include an untrue statement of any information that should a material fact or omit to state a material fact required to be set forth stated therein or necessary to make the statements therein, in an light of the circumstances under which they were made, not false or misleading. (c) No amendment or supplement to the Proxy Statement or the Form S-4 will be made by Sub or the Company without the approval of the other party. The Company will advise Sub of any request by the SEC for amendment of the Proxy Statement or the Form S-4 or the Proxy Statement, then the Company comments thereon and responses thereto or Parent, as applicable, shall promptly inform the other party thereof and shall cooperate with the other party in filing such amendment or supplement with requests by the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parentfor additional information. (b) Prior to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified under the Securities Act. (c) Parent shall amend its 1997 Employee Stock Purchase Plan to provided that Company employees will be eligible to participate in such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall to the extent feasible have purchase dates and otherwise ending days consistent with those for Parent's employees). To the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected in the Proxy Statement.

Proxy Statement; Form S-4. In connection with the meeting of the Company's stockholders to approve this Agreement and the transactions contemplated hereby (a) As promptly as practicable the "COMPANY STOCKHOLDERS' MEETING"), after the date of this Agreement, Parent and hereof the Company shall will promptly prepare and cause to be filed file with the SEC a preliminary proxy statement (the "COMPANY PROXY STATEMENT"), conforming to the requirements of the applicable provisions of the Exchange Act, soliciting the Company stockholders' approval of this Agreement and the transactions contemplated herein at the Company Stockholders' Meeting. After the date hereof, Parent shall prepare and Parent shall file with the SEC the Registration Statement in which a prospectus and the Company Proxy Statement to will be sent to the stockholders included as part. Each of Parent and the Company in connection with Parent Shareholders' Meeting and will respond to any comments of the Company Stockholders' MeetingSEC, respectively, and Parent shall prepare and cause to be filed with the SEC the Form S-4. Parent and the Company shall will use all commercially reasonable efforts to cause the Proxy Registration Statement to comply with become effective and will cause the rules Company Proxy Statement/Prospectus to be mailed to all stockholders of the Company at the earliest practicable time after the Registration Statement is declared effective. Each of Company and regulations promulgated by Parent will notify the SEC, to respond other promptly to upon the receipt of any comments of from the SEC or its staff and to have the Proxy Statement cleared of any request by the SEC for distribution to Parent's shareholders and the Company's stockholders. The Proxy Statement (and any other documents required by the Securities Act or the Exchange Act) will be included in the Form S-4. The parties acknowledge and agree that the foregoing arrangements may be altered by mutual consent of the parties as reasonably necessary to respond to any comments or requests received from the SEC. Parent shall use all reasonable efforts to cause the Form S-4 (including the Proxy Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff for amendments or supplements to the Registration Statement, Company Proxy Statement, or for additional information and to have will supply the Form S-4 declared effective under other copies with all such correspondence between such party or any of its representatives, on the Securities Act as promptly as practicable after it is filed with the SEC. Parent one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement, Company will use all reasonable efforts to cause the Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Actor Merger. The Company Proxy Statement and all other proxy materials shall promptly furnish to Parent all information concerning the Company and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.7. If the Company or Parent becomes aware of any information that should be set forth in an amendment or supplement subject to the Form S-4 or the Proxy Statement, then the Company or Parent, as applicable, shall promptly inform the other party thereof review and shall cooperate with the other party in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders reasonable approval of the Company and Parent. (b) Prior to the Effective Time Parent shall make all required filings with the NYSE and shall ensure that Parent Common Stock to be issued in the Merger will be qualified under the Securities Act. (c) Parent shall amend its 1997 Employee Stock Purchase Plan to provided that Company employees will be eligible to participate in such plan effect no later than five (5) Business Days following the Closing and that the offering period with respect to such employees under such plan shall commence as close as possible to such day (and shall to the extent feasible have purchase dates and otherwise ending days consistent with those for Parent's employees). To the extent - 42 - 48 required by the rules and regulations of the SEC, the amendment to Parent's 1997 Employee Stock Purchase Plan shall be reflected in the Proxy Statement.