Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As soon as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC under the Exchange Act and the rules and regulations promulgated thereunder the Proxy Statement and Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and the Registration Statement and any preliminary version thereof filed by it. The Company and Parent shall cause such Proxy Statement to be mailed to their respective shareholders and stockholders as of the record date for the Company Shareholders Meeting and the Parent Stockholders Meeting, as the case may be, at the earliest practicable time after the Registration Statement has been declared effective by the SEC and the Offer has been consummated. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Parent Common Stock in the Merger.