Common use of Registration on Form S-4 Clause in Contracts

Registration on Form S-4. The TriZetto Common Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), on a Form S-4 registration statement (the "FORM S-4"). As promptly as practicable after the date of this Agreement, TriZetto and IMS shall prepare and file with the SEC the Form S-4, together with the prospectus/joint proxy statement to be included therein (the "PROSPECTUS/PROXY STATEMENT") and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. Each of TriZetto and IMS shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to cause the Prospectus/Proxy Statement to be mailed to each company's stockholders at the earliest practicable time. Each party shall promptly furnish to the other party all information concerning such party and its stockholders as may be reasonably required in connection with any action contemplated by this Section 6.1. The Prospectus/Proxy Statement and Form S-4 shall comply in all material respects with all applicable requirements of law. Each of TriZetto and IMS will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, TriZetto or IMS, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of TriZetto and IMS, such amendment or supplement.

Registration on Form S-4. The TriZetto Newco Common Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (on the "SECURITIES ACT"), on a Form S-4 registration statement (the "FORM S-4"as hereinafter defined). As promptly as practicable after the date of this Agreement, TriZetto VERITAS, Newco and IMS OpenVision shall prepare and file with the SEC a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be included therein (the "PROSPECTUSProspectus/PROXY STATEMENTProxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of TriZetto VERITAS, Newco and IMS OpenVision shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing. VERITAS and to cause the Prospectus/Proxy Statement Newco shall also take any action required to be mailed taken under any applicable state securities or "blue sky" laws and regulations of the Nasdaq Stock Market in connection with the issuance of the Newco Common Stock pursuant to each company's stockholders at the earliest practicable timeMerger. Each party OpenVision shall promptly furnish to the other party VERITAS all information concerning such party OpenVision and its the OpenVision stockholders as may be reasonably required in connection with any action contemplated by this Section 6.1. The Prospectus/Proxy Statement and Form S-4 shall comply in all material respects with all applicable requirements of law1.13. Each of TriZetto VERITAS, Newco and IMS OpenVision will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or A-1-5 6 the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, TriZetto VERITAS and Newco or IMSOpenVision, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of TriZetto VERITAS and IMSOpenVision, such amendment or supplement.

Registration on Form S-4. The TriZetto Parent Common Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (on the "SECURITIES ACT"), on a Form S-4 registration statement (the "FORM S-4"as hereinafter defined). As promptly as practicable after the date of this Agreement, TriZetto Parent and IMS the Company shall prepare prepare, and Parent shall file with the SEC SEC, a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "PROSPECTUSProspectus/PROXY STATEMENTProxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of TriZetto Parent and IMS the Company shall use its reasonable best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to cause the Prospectus/Proxy Statement filing. Parent shall also take any action required to be mailed taken under any applicable state securities or blue sky laws and regulations of The Nasdaq National Market in connection with the issuance of the Parent Common Stock pursuant to each company's stockholders at the earliest practicable timeMerger and upon exercise of the Assumed Options and the Company Warrants after the Effective Time. Each party The Company shall promptly furnish to the other party Parent all information concerning such party the Company and its stockholders the Company's shareholders as may reasonably be reasonably required in connection with any action contemplated by this Section 6.1. The Prospectus/Proxy Statement and Form S-4 shall comply in all material respects with all applicable requirements of law1.9. Each of TriZetto Parent and IMS the Company will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, TriZetto Parent or IMSthe Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of TriZetto Parent and IMSshareholders of the Company, such amendment or supplement.

Registration on Form S-4. The TriZetto Hilton Common Stock and CVP Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), on a Form S-4 registration statement statements (the "FORM Forms S-4"). As promptly as practicable after the date of this Agreement, TriZetto Hilton and IMS ITT shall prepare and file with the SEC the Form Forms S-4, together with the prospectus/joint proxy statement to be included therein (the "PROSPECTUSProspectus/PROXY STATEMENTJoint Proxy Statement") and any other documents required by the Securities Act or the Exchange Act Act, in connection with the Merger. Each of TriZetto Hilton and IMS ITT shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form Forms S-4 declared effective under the Securities Act as promptly as practicable after such filing and to cause the Prospectus/Joint Proxy Statement to be mailed to each company's stockholders at the earliest practicable time. Each party shall promptly furnish to the other party all information concerning such party and its stockholders as may be reasonably required in connection with any action contemplated by this Section 6.12.6. The Prospectus/Joint Proxy Statement and Form Forms S-4 shall comply in all material respects with all applicable requirements of law. Each of TriZetto Hilton and IMS ITT will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by of the SEC or its staff for amendments or supplements to the Form Forms S-4 or the Prospectus/Joint Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form Forms S-4 or the Prospectus/Joint Proxy Statement. Whenever any an event occurs which should be set forth in an amendment or supplement to the Form Forms S-4 or the Prospectus/Joint Proxy Statement, TriZetto Hilton or IMSITT, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of TriZetto Hilton and IMSITT, such amendment amendments or supplementsupplements.