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

Proxy Statement/Prospectus; Registration Statement. As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as reasonably practicable. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company in favor of approval and adoption of this Agreement and the Merger; provided, however, that such Board of Directors shall not be required to make, and shall be entitled to withdraw or modify, such recommendation if (i) the Company has complied with Section 6.1 and (ii) in the reasonable good faith judgment of such Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would be contrary to the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law. The Board of Directors of the Company shall not rescind its declaration that this Agreement and the Merger are advisable unless, in any such case, each of the conditions set forth in clauses (i) and (ii) immediately above is satisfied.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be includedincluded as a prospectus, provided that Parent may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Company and Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as reasonably practicablepractical; provided, however, that Parent shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Joint Proxy Statement Statement, and any amendment or supplement thereto, shall include the recommendation of the Board of Directors of Parent and the Company to recommendation of the stockholders Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger; provided, however, provided that the Board of Directors of either party may withdraw such recommendation if such Board of Directors shall not be required to makebelieves in its good faith reasonable judgment, based upon and shall be entitled to withdraw or modifyconsistent with advice received in consultation with outside legal counsel, that the withdrawal of such recommendation if (i) the Company has complied with Section 6.1 and (ii) in the reasonable good faith judgment of such Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would be contrary to the fiduciary duties of is necessary for such Board of Directors to the Company's stockholders comply with its fiduciary duties under applicable law. . (b) The Board of Directors of Company and Parent shall make all necessary filings with respect to the Company shall not rescind its declaration that this Agreement Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the Merger are advisable unless, in any such case, each of the conditions set forth in clauses (i) rules and (ii) immediately above is satisfiedregulations thereunder.

Proxy Statement/Prospectus; Registration Statement. As promptly as practicable Promptly after the execution of this Agreement, Company and Parent shall prepare, and the Company Parent shall prepare and file with the SEC the Proxy Statementa Registration Statement on Form S-4 (or such other form or successor form as shall be appropriate), which complies in form with applicable SEC requirements and Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included. Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing thereafter as reasonably practicable; provided, however, that Parent shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The If, at any time prior to the Effective Time, any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Company shall promptly inform Parent. Subject to the provisions of Section 4.3, the Proxy Statement shall include the recommendation of the Board of Directors of Company that the Company stockholders vote in favor of the Merger and approve this Agreement; provided that such recommendation may not be included or may be withdrawn if previously included if (i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the restrictions in Section 4.3(a) hereof, (ii) Company's Board of Directors believes in good faith that a Superior Proposal has been made, and (iii) following consultation with outside legal counsel, Company's Board of Directors determines that the inclusion of such recommendation or the failure to withdraw such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Company to the stockholders of the Company in favor of approval and adoption of this Agreement and the Merger; provided, however, that such Board of Directors shall not be required to make, and shall be entitled to withdraw or modify, such recommendation if (i) the Company has complied with Section 6.1 and (ii) in the reasonable good faith judgment of such Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would be contrary to the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law. The Board of Directors of the Company shall not rescind its declaration that this Agreement and the Merger are advisable unless, in any such case, each of the conditions set forth in clauses (i) and (ii) immediately above is satisfiedlaws.

Proxy Statement/Prospectus; Registration Statement. As promptly as practicable Promptly after the --------------------------------------------------- execution of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement, Statement and Parent shall prepare and file with the SEC the Registration Statement, in which Registration Statement shall contain the Proxy Statement will be includedStatement. Parent shall ensure that the Registration Statement and the Company Proxy Statement comply in form with applicable SEC requirements and shall use all commercially reasonable best efforts to cause the Registration Statement to become effective as soon promptly as practicable after such filing as reasonably practicablefiling. If, at any time prior to the Effective Time, any event or information should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Parent in writing. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to and Parent that the stockholders of the Company Company's shareholders and Parent's shareholders vote in favor of approval the Merger and adoption of approve this Agreement and the MergerAgreement; provided, however, provided that such Board recommendation may be excluded or withdrawn, to the extent the Company complies with Sections 4.3(b) and 7.3, in the event of Directors a Superior Proposal. Parent shall take any action reasonably (other than qualifying to do business in any jurisdiction in which is now not be so qualified) required to make, and shall be entitled to withdraw or modify, such recommendation if (i) taken under any applicable state securities laws in connection with the Company has complied with Section 6.1 and (ii) issuance of Parent Common Stock in the reasonable good faith judgment Merger and upon exercise of such Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would be contrary to the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law. The Board of Directors of the Company shall not rescind its declaration that this Agreement and the Merger are advisable unless, in any such case, each of the conditions set forth in clauses (i) and (ii) immediately above is satisfiedStock Options.

Proxy Statement/Prospectus; Registration Statement. As promptly as practicable Promptly after -------------------------------------------------- the execution of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC the Proxy Statement, Statement and Parent shall prepare and file with the SEC the Registration Statement, in which Registration Statement shall contain the Proxy Statement will be includedStatement. Parent shall ensure that the Registration Statement and the Company Proxy Statement comply in form with applicable SEC requirements and shall use all commercially reasonable best efforts to cause the Registration Statement to become effective as soon promptly as practicable after such filing as reasonably practicablefiling. If, at any time prior to the Effective Time, any event or information should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Parent in writing. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to and Parent that the stockholders of the Company Company's shareholders and Parent's shareholders vote in favor of approval the Merger and adoption of approve this Agreement and the MergerAgreement; provided, however, provided that such Board recommendation may be excluded or withdrawn, to the extent the Company complies with Sections 4.3(b) and 7.3, in the event of Directors a Superior Proposal. Parent shall take any action reasonably (other than qualifying to do business in any jurisdiction in which is now not be so qualified) required to make, and shall be entitled to withdraw or modify, such recommendation if (i) taken under any applicable state securities laws in connection with the Company has complied with Section 6.1 and (ii) issuance of Parent Common Stock in the reasonable good faith judgment Merger and upon exercise of such Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would be contrary to the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law. The Board of Directors of the Company shall not rescind its declaration that this Agreement and the Merger are advisable unless, in any such case, each of the conditions set forth in clauses (i) and (ii) immediately above is satisfiedStock Options.