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

Registration Statement and Proxy Statement/Prospectus. (a) Parent and Prize shall cooperate and promptly prepare the Registration Statement, and, subject to Parent's receiving the required information from Prize, Parent shall file the Registration Statement with the SEC as soon as practicable after the date hereof and in any event not later than 30 days after the date hereof. Parent shall use all reasonable efforts, and Prize shall cooperate with Parent (including furnishing all information concerning Prize and the holders of Prize Common Stock as may be reasonably requested by Parent), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent shall use all reasonable efforts, and Prize shall cooperate with Parent, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger.

Registration Statement and Proxy Statement/Prospectus. (a) Parent and Prize the Company shall cooperate and promptly prepare the Registration Statement, and, subject to Parent's ’s receiving promptly the required information from Prizethe Company, Parent shall file the Registration Statement with the SEC as soon as practicable after the date hereof and in any event not later than 30 days after the date hereof. Parent shall use all reasonable efforts, and Prize the Company shall cooperate with Parent (including furnishing promptly all information concerning Prize the Company and the holders of Prize Company Common Stock as may be reasonably requested by Parent), to have the Registration Statement (as it may be amended or supplemented) declared effective under the Securities Act as promptly as practicable after such filing. Parent shall use all reasonable efforts, and Prize the Company shall cooperate with Parent, to obtain all necessary state securities laws or "“blue sky" ” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger.

Registration Statement and Proxy Statement/Prospectus. (a) Parent and Prize shall cooperate and promptly prepare the Registration Statement, and, subject Statement to Parent's receiving the required information from Prize, enable Parent shall to file the Registration Statement with the SEC SEC, as preliminary proxy material, as soon as practicable after the date hereof and in any event not later than 30 45 days after the date hereof. Parent shall use all reasonable efforts, and Prize shall cooperate with Parent (including furnishing all information concerning Prize and the holders of Prize Common Stock and Prize Preferred Stock as may be reasonably requested by Parent), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent shall use all reasonable efforts, and Prize shall cooperate with Parent, to obtain all any necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Parent Common Stock and Parent Preferred Stock pursuant to the Merger.

Registration Statement and Proxy Statement/Prospectus. (a) Parent and Prize the Company shall cooperate and promptly prepare the Registration Statement, and, subject to Parent's receiving promptly the required information from Prizethe Company, Parent shall file the Registration Statement with the SEC as soon as practicable after the date hereof and in any event not later than 30 days after the date hereof. Parent shall use all reasonable efforts, and Prize the Company shall cooperate with Parent (including furnishing promptly all information concerning Prize the Company and the holders of Prize Company Common Stock as may be reasonably requested by Parent), to have the Registration Statement (as it may be amended or supplemented) declared effective under the Securities Act as promptly as practicable after such filing. Parent shall use all reasonable efforts, and Prize the Company shall cooperate with Parent, to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger.