Common use of Registration of Parent Common Stock Clause in Contracts

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Parent shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and PLMT will use their reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the PLMT shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent will advise PLMT, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of Parent 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/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMT, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus 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 that 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 Parent with the SEC and disseminated by the Parties to their respective shareholders.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement , which shall contain proxy materials relating to include the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also Joint Proxy Statement/Prospectus and constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”)Merger. PLMT BFTL will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Parent shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and PLMT BFTL will use their reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the PLMT their respective shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent will advise PLMTBFTL, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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 Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMTBFTL, or any of their respective affiliatesAffiliates, officers or directors, should be discovered by Parent or PLMT BFTL which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus 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 that 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 Parent with the SEC and disseminated by the Parties BFTL to their respective its shareholders and by Parent to its shareholders.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in connection with the Merger Earn-Out Payment (such proxy statement-prospectusas defined in Section 2.5 hereof), and any amendments or supplements theretoif any, will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Proxy Statement/ProspectusSecurities Act”), by reason of Section 4(2) thereof. PLMT will furnish to So long as shares of Parent the information required to be included Common Stock having an aggregate value in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations excess of such information included in, the Registration Statement prior to its being filed $1,000,000 are issued in connection with the SEC. Earn-Out Payment, Parent shall use its commercially reasonable best efforts to have prepare and file as promptly as practicable, and, in any event, within 30 days following the Earn-Out Payment Date, a registration statement (the “Registration Statement declared effective by Statement”) with the SEC Securities and to keep Exchange Commission (the Registration Statement effective as long as is necessary to consummate “SEC”) covering the Merger and the transactions contemplated hereby. Each resale of such shares of Parent Common Stock issued in connection with the Earn-Out Payment, and PLMT will Parent shall use their commercially reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be mailed to the PLMT shareholders become effective as promptly as practicable after filing; provided that Parent may (i) postpone (one-time only) filing of the Registration Statement is declared effective for a period not to exceed 60 days if required in order for Parent to satisfy the SEC’s financial statement requirements for the Registration Statement and (ii) postpone (one-time only) effectiveness of the Registration Statement for a period not to exceed 60 days after the date it has been advised by the SEC that it has no further comments on the Registration Statement if the board of directors of Parent determines in good faith that such effectiveness would materially and adversely affect Parent. Notwithstanding the foregoing, Parent shall have no obligation to register any shares of Parent Common Stock under this Section 2.2 if (i) such shares are eligible for sale pursuant to Rule 144(k) of the Securities Act, or any successor rule, without any limitation as to volume or (ii) such shares have been publicly sold. Parent will advise PLMT, promptly after it receives notice thereof, of Parent’s obligation in the time when preceding sentence to file the Registration Statement has become effectivewithin 30 days is subject to the condition that the holders of Company Common Stock provide Parent promptly, but in no event more than five days after the issuance Earn-Out Payment Date, all information relating to them requested by Parent for inclusion in the Registration Statement, and such obligation of Parent to file the Registration Statement shall be postponed to the extent of any stop orderdelay in providing such information. Parent shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 2.2 (other than the costs of any advisors to the holders of Parent Common Stock). Parent shall indemnify and hold harmless each holder of the shares of Parent Common Stock to be registered pursuant to this Section 2.2 (and each of such holder’s officers, directors, agents, employees and each person controlling such holder) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and any prospectus contained therein (or amendment or supplement thereto), or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading (provided, however, that Parent will not be liable in any such case to the extent that (i) any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Parent by an instrument duly executed by such holder and stated to be specifically for use therein), (ii) use of a prospectus during a period after Parent has notified the holders of Parent Common Stock in writing of the suspension of the qualification use of such prospectus, (iii) failure of such holder to deliver a prospectus, as then amended or supplemented, as required by applicable laws; provided that Parent shall have delivered to such holder such prospectus, as then amended or supplemented, or (iv) any loss, liability, claim, damage or expense which, in the case of this clause (iv), is finally judicially determined to have resulted from the gross negligence, willful misconduct or bad faith of any such party seeking indemnification. Each holder of Parent Common Stock, severally, but not jointly, agrees to indemnify and hold harmless Parent, (and each of Parent’s officers, directors, agents, employees and each person controlling Parent) against all claims, losses, damages and liabilities (including reimbursement of legal expenses) described in the indemnity described above but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such holder furnished to Parent by or on behalf of such holder expressly for use in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that no such holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such holder from the sale of Parent Common Stock issuable pursuant to such Registration Statement. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action, claim, suit, investigation or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and to assume the defense thereof; provided, however, that in the event that any such action, claim, suit, investigation or proceeding includes both an indemnified party and the indemnifying party, and such indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or if the indemnifying party fails to assume the defense of the action, claim, suit, investigation or proceeding, in either case in a timely manner, then such indemnified party may employ separate counsel to represent or defend it in any such action, claim, suit, investigation or proceeding and the indemnifying party will pay the reasonable fees and disbursements of such counsel; provided, further, that the indemnifying party will not be required to pay the fees and disbursements of more than one counsel for all indemnified parties (and one separate local counsel). In any action, claim, suit, investigation or proceeding the defense of which the indemnifying party assumes, the indemnified party will have the right to participate in such litigation and to retain its own counsel at such indemnified party’s own expense. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 2.2 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld). If the indemnification provided for in this Section 2.2 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of Parent on the one hand and the holders on the other hand in connection with the Merger for offering statements or sale omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any jurisdictionother relevant equitable considerations. The relative fault of Parent on the one hand and the holders on the other hand shall be determined by reference to, among other things, whether any such untrue or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMT, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement alleged untrue statement of a material fact or omit omission or alleged omission to state any a material fact necessary relates to make information supplied by Parent, or by the statements thereinholders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission as well as any other relevant equitable considerations. In no event shall any holder of Parent Common Stock be liable pursuant to this Section 2.2 for an amount in light excess of the circumstances under which they were madeamount of net proceeds received by such holder from the sale of Parent Common Stock pursuant to such Registration Statement, not misleading, the Party that discovers unless Parent is liable for such excess amount as a result of an untrue statement or omission based upon written information shall promptly notify the other Party hereto and, furnished to the extent required Parent by Law, rules or regulations, an appropriate amendment or supplement describing such information shall holder and stated to be promptly filed by Parent with the SEC and disseminated by the Parties to their respective shareholdersspecifically for use in such Registration Statement.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent and the Company shall prepare and file the Joint Proxy Statement with the SEC and Parent shall promptly prepare and file with the SEC a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, in which the “Registration Statement”)Joint Proxy Statement will be included as a prospectus. The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT Company will furnish to Parent the information required to be included in the Registration Statement Form S-4 with respect to its the Company’s business and affairs and shall have the right to review and consult with Parent on and approve the form of, and any characterizations of such information included in, the Registration Statement Form S-4 prior to its its, or any amendment or supplement thereto, being filed with the SEC. Parent and the Company shall each use its their reasonable best efforts to have the Registration Statement Form S-4 declared effective by the SEC and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the First-Step Merger and the transactions contemplated hereby. Each of The Company and Parent and PLMT will use their reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the PLMT shareholders their respective stockholders as promptly as reasonably practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. Parent will advise PLMTthe Company, promptly after it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the First-Step Merger for offering or sale in any jurisdiction, any comments on or correspondence related to the Joint Proxy Statement or the Form S-4 from the SEC, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus Statement or the Registration StatementForm S-4. If at any time prior to the Effective Time any information relating to Parent or PLMTthe Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT the Company which should be set forth in an amendment or supplement to any of the Registration Statement Form S-4 or the Joint Proxy Statement/Prospectus 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 that party which discovers such information shall promptly notify the other Party 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 Parent with the SEC and disseminated by the Parties Company and Parent to their respective shareholdersstockholders.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (and in any event, within fifty days) following the date hereof, Parent shall prepare and file with the SEC a Registration Statement registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMTCornerstone’s shareholders at PLMTCornerstone’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT Cornerstone will furnish to Parent the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Parent on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Parent shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and PLMT Cornerstone will use their its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the PLMT its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Parent will advise PLMTCornerstone, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent 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/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMTCornerstone, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT Cornerstone which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus 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 party that discovers such information shall promptly notify the other Party party hereto and, to the extent required by Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and disseminated by the Parties to their respective shareholders.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable (The parties hereto shall cooperate with each other and in any event, within fifty days) following the date hereof, Parent shall use their reasonable best efforts to prepare and file within forty-five (45) days after the date hereof the Proxy Statement and the Form S-4 with the SEC in which the Proxy Statement will be included as a Registration Statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”)prospectus. The Registration Statement shall contain proxy materials relating to the matters to be submitted to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Parent Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). PLMT Company will furnish to Parent the information required to be included in the Registration Statement Form S-4 with respect to its the Company’s business and affairs and shall have the right to review and consult with Parent on and approve the form of, and any characterizations of such information included in, the Registration Statement Form S-4 prior to its its, or any amendment or supplement thereto, being filed with the SEC. Parent and the Company shall each use its their reasonable best efforts to have the Registration Statement Form S-4 declared effective by the SEC and to keep the Registration Statement Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and PLMT The Company will use their reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to the PLMT shareholders its stockholders as promptly as reasonably practicable after the Registration Statement Form S-4 is declared effective under the Securities Act. Parent will advise PLMTthe Company, promptly after it receives notice thereof, of the time when the Registration Statement Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any comments on or correspondence related to the Proxy Statement or the Form S-4 from the SEC, or any request by the SEC for amendment of the Proxy Statement/Prospectus Statement or the Registration StatementForm S-4. If at any time prior to the Effective Time any information relating to Parent or PLMTthe Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT the Company which should be set forth in an amendment or supplement to any of the Registration Statement Form S-4 or the Proxy Statement/Prospectus 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 that party which discovers such information shall promptly notify the other Party 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 Parent with the SEC and disseminated by the Parties Company to their respective shareholdersits stockholders.

Registration of Parent Common Stock. (a) As promptly as reasonably practicable Within thirty (and in any event30) calendar days after the Closing Date, within fifty days) following the date hereof, Parent shall prepare and file with the SEC SEC, a Registration Statement registration statement on Form S-4 with respect S-3 (or any successor short form registration involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement, the issuance “Initial Registration Statement”) for a public offering of all the Parent Common Stock in comprising the Merger (such Form S-4, Initial Parent Stock Consideration then outstanding and any amendments or supplements thereto, held by the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters former Company Stockholders to be submitted made on a continuous basis pursuant to PLMT’s shareholders at PLMT’s Shareholders’ Meeting. Such proxy materials shall Rule 415 of the Securities Act; and which may also constitute the prospectus relating to the include any contingent shares of Parent Common Stock which may be issued to the former Company Stockholders in connection with the payment of Contingent Clinical Milestone Consideration or Contingent Revenue Milestone Consideration. Within thirty (30) calendar days after the date of each issuance of shares of Parent Common Stock comprising the AHA Abstract Stock Consideration, the Major Medical Journal Stock Consideration, the Additional Major Medical Journal Stock Consideration, the 2004 Abstracts Stock Consideration, the FY 2005 Revenue Milestone Stock Consideration, the FY 2006 Revenue Milestone Stock Consideration, or the FY 2007 Revenue Milestone Stock Consideration, the Parent shall file with the SEC, a registration statement on Form S-3 (or any successor short form registration involving a similar amount of disclosure; or if then ineligible to use any such form, then any other available form of registration statement (each, an “Additional Registration Statement” and together with the Initial Registration Statement, the “Registration Statements”) for a public offering of all such shares of Parent Common Stock then outstanding and held by the former Company Stockholders to be issued made on a continuous basis pursuant to Rule 415 of the Securities Act, except to the extent that such contingent shares of Parent Common Stock have previously been registered under the Initial Registration Statement. The Parent will use its commercially reasonable efforts to: (i) cause the Initial Registration Statement and any Additional Registration Statement to become effective (subject to review of such Registration Statements by the SEC) within ninety (90) calendar days after its date of filing, and to remain continuously effective until the earlier of (A) two years after the Closing Date, in the Merger case of the Initial Registration Statement, or two years after the applicable date of issuance, in the case of an Additional Registration Statement, or (B) such proxy statement-prospectus, and any time as all of the Parent Common Stock held by the former Company Stockholders may be sold pursuant to Rule 144 promulgated under the Securities Act on a single day; (ii) file such amendments or supplements theretoas may be necessary so that the prospectus contained in the Initial Registration Statement or any Additional Registration Statement may be delivered by any selling shareholder to purchasers of the Parent Common Stock in accordance with applicable law; and (iii) effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualification under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as any selling stockholder may reasonably request and that would permit or facilitate the sale of his, her or its shares of Parent Common Stock; provided, however, that the Parent will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it is not otherwise qualified but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. Upon written notice to the selling stockholders listed therein, the “Proxy Statement/Prospectus”). PLMT will furnish to Parent the information required to be included in may, not more often than two (2) times during any fiscal year, suspend use of the Registration Statement with respect for a period of up to its business and affairs and thirty (30) calendar days (the “Suspension Right”); provided, that the Parent shall have not be entitled to invoke the Suspension Right unless such right to review and consult with Parent on the form ofor an equivalent restriction has been imposed on, and any characterizations is then applicable to, all of such information included inthe Parent’s executive officers, the Registration Statement prior to its being filed with the SEC. Parent shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC directors and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each other holders of Parent and PLMT will use their reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the PLMT shareholders as promptly as practicable after the Registration Statement is declared effective Common Stock that are registered for resale under the Securities Act. Parent will advise PLMT, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of Parent 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/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or PLMT, or any of their respective affiliates, officers or directors, should be discovered by Parent or PLMT which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus 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 that 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 Parent with the SEC and disseminated by the Parties to their respective shareholders.