Common use of Registration of Newco Common Stock Clause in Contracts

Registration of Newco Common Stock. (a) As promptly as reasonably practicable following the date hereof, Newco shall prepare and file with the SEC the Merger Registration Statement. The Merger Registration Statement shall contain proxy materials relating to the matters to be submitted to the SSE stockholders at the Stockholders Meeting, which may be combined with the Conversion Proxy/Prospectus (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). SSE will furnish to Newco the information required to be included in the Merger Registration Statement and the Conversion Registration Statement with respect to its business and affairs and shall have the right to review and consult with Newco and approve the form of, and any characterizations of such information included in, the Merger Registration Statement and the Conversion Registration Statement prior to its being filed with the SEC. Newco shall use reasonable best efforts to have the Merger Registration Statement declared effective by the SEC and to keep the Merger Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. SSE will use reasonable best efforts to cause the Proxy Statement to be mailed to SSE’s stockholders as promptly as practicable after the Merger Registration Statement is declared effective under the Securities Act. Newco will advise SSE, promptly after it receives notice thereof, of the time when the Merger Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Merger Registration Statement. If at any time prior to the Effective Time any information relating to Newco or SSE, or any of their respective affiliates, officers or directors, should be discovered by Newco or SSE which should be set forth in an amendment or supplement to any of the Merger Registration Statement or the Proxy Statement 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 statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Newco with the SEC and disseminated by SSE to the stockholders of SSE. (b) Newco shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of SSE and Newco shall furnish all information concerning it and the holders of SSE Common Stock as may be reasonably requested in connection with any such action. (c) Newco shall use its best efforts to cause the Newco Common Stock to be issued by Newco in exchange for the shares of SSE Common Stock to be approved for issuance on the Nasdaq Global Market, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event prior to the Effective Time.

Registration of Newco Common Stock. (a) As promptly as reasonably practicable following the date hereof, Newco shall prepare and file with the SEC the Merger Registration Statement. The Merger Registration Statement shall contain proxy materials relating to the matters to be submitted to the SSE Patapsco stockholders at the Stockholders Meeting, which may be combined with the Conversion Proxy/Prospectus (such proxy statement, and any amendments or supplements thereto, the “"Proxy Statement”"). SSE Patapsco will furnish to Newco the information required to be included in the Merger Registration Statement and the Conversion Registration Statement with respect to its business and affairs and shall have the right to review and consult with Newco and approve the form of, and any characterizations of such information included in, the Merger Registration Statement and the Conversion Registration Statement prior to its being filed with the SEC. Newco shall use reasonable best efforts to have the Merger Registration Statement declared effective by the SEC and to keep the Merger Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. SSE Patapsco will use reasonable best efforts to cause the Proxy Statement to be mailed to SSE’s Patapsco's stockholders as promptly as practicable after the Merger Registration Statement is declared effective under the Securities Act. Newco will advise SSEPatapsco, promptly after it receives notice thereof, of the time when the Merger Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Merger Registration Statement. If at any time prior to the Effective Time any information relating to Newco or SSEPatapsco, or any of their respective affiliates, officers or directors, should be discovered by Newco or SSE Patapsco which should be set forth in an amendment or supplement to any of the Merger Registration Statement or the Proxy Statement 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 statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Newco with the SEC and disseminated by SSE Patapsco to the stockholders of SSEPatapsco. (b) Newco shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of SSE Patapsco and Newco shall furnish all information concerning it and the holders of SSE Patapsco Common Stock as may be reasonably requested in connection with any such action. (c) Newco shall use its best efforts to cause the Newco Common Stock to be issued by Newco in exchange for the shares of SSE Patapsco Common Stock to be approved for issuance on the Nasdaq Global Market, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event prior to the Effective Time.

Registration of Newco Common Stock. (a) As promptly as reasonably practicable following the date hereof, Newco shall prepare and file with the SEC the Merger Registration Statement. The Merger Registration Statement shall contain proxy materials relating to the matters to be submitted to the SSE Patapsco stockholders at the Stockholders Meeting, which may be combined with the Conversion Proxy/Prospectus (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). SSE Patapsco will furnish to Newco the information required to be included in the Merger Registration Statement and the Conversion Registration Statement with respect to its business and affairs and shall have the right to review and consult with Newco and approve the form of, and any characterizations of such information included in, the Merger Registration Statement and the Conversion Registration Statement prior to its being filed with the SEC. Newco shall use reasonable best efforts to have the Merger Registration Statement declared effective by the SEC and to keep the Merger Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. SSE Patapsco will use reasonable best efforts to cause the Proxy Statement to be mailed to SSEPatapsco’s stockholders as promptly as practicable after the Merger Registration Statement is declared effective under the Securities Act. Newco will advise SSEPatapsco, promptly after it receives notice thereof, of the time when the Merger Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Merger Registration Statement. If at any time prior to the Effective Time any information relating to Newco or SSEPatapsco, or any of their respective affiliates, officers or directors, should be discovered by Newco or SSE Patapsco which should be set forth in an amendment or supplement to any of the Merger Registration Statement or the Proxy Statement 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 statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Newco with the SEC and disseminated by SSE Patapsco to the stockholders of SSEPatapsco. (b) Newco shall also take any action required to be taken under any applicable state securities laws in connection with the Merger and each of SSE Patapsco and Newco shall furnish all information concerning it and the holders of SSE Patapsco Common Stock as may be reasonably requested in connection with any such action. (c) Newco shall use its best efforts to cause the Newco Common Stock to be issued by Newco in exchange for the shares of SSE Patapsco Common Stock to be approved for issuance on the Nasdaq Global Market, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event prior to the Effective Time.