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

Registration Statement and Proxy Statement/Prospectus. As promptly as practical following the date of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC, the Proxy Statement/Prospectus and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement, which shall include the Proxy Statement/Prospectus. Each of Parent and the Company shall cooperate with each other and use their respective reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement/Prospectus, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement and the Proxy Statement/Prospectus, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the Registration Statement effective for so long as necessary to complete the Merger. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party and its outside counsel a reasonable opportunity to review and comment thereon, and each Party shall consider in good faith all comments reasonably proposed by the other Party; provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) to effect such change without Parent’s consent. Subject to the proviso in the foregoing sentence and Section 5.4, the Company shall include the Company Board Recommendation in the Proxy Statement/Prospectus.

Registration Statement and Proxy Statement/Prospectus. (a) As promptly as practical practicable following the date execution and delivery of this Agreement, Agreement (i) Parent and the Company Sellers shall jointly cause Holdings to prepare and cause to be filed with the SEC, the Proxy Statement/Prospectus and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement, which and (ii) Buyer shall include prepare and file with the SEC a proxy statement on Schedule 14A, including the Proxy Statement/Prospectus, for the purpose of, among other things, solicitation proxies from (a) holders of Buyers Common Stock to vote at the Special Meeting in favor of (A) the adoption of this Agreement and the approval of the Transactions, (B) any other proposals the Parties deem necessary to effectuate the effectiveness of the Registration Statement, and (C) an adjournment proposal. (a) The Sellers, the Members, and the Company acknowledge that a substantial portion of the Proxy Statement/Prospectus shall include disclosure regarding the Sellers, the Members, and the Company and the Company’s management, operations and financial condition. Each of Parent Accordingly, the Sellers, the Members, and the Company agree to promptly provide Buyer with all information concerning the Sellers, the Members, and the Company shall cooperate provide Buyer with the information concerning the operations of the Business, the Company’s management and operations and financial condition, in each other case, required to be included in the Proxy Statement or the Registration Statement. The Sellers and the Members shall be available to, and the Company and its Subsidiaries shall make their managers, directors, officers and employees available to, Buyer and its counsel in connection with the drafting of the Proxy Statement/Prospectus and responding in a timely manner to comments on the Proxy Statement or the Registration Statement from the SEC. (b) Sellers and the Members shall cause Holdings, with the assistance of Buyer, to promptly respond to any SEC comments on the Registration Statement and shall use their respective reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon after filing as practicable. Buyer, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement/Prospectus and shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC under the Exchange Act as soon after filing as practicable. (ic) Sellers and the Members shall cause Holdings to make all necessary filings with respect to the Transactions under the Securities Act and the Exchange Act and applicable “blue sky” laws and rules and regulations thereunder. (d) If at any time prior to the Effective Time, any information relating to Buyer, Holdings or the Company and its Subsidiaries, or any of their respective subsidiaries, affiliates, officers or directors, should be discovered by Buyer or the Company, as applicable, that should be set forth in an amendment or supplement to the Registration Statement and the Proxy Statement/Prospectus, when filed, so that such documents would not include any misstatement of a material fact or omit to comply in all state any material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement and the Proxy Statement/Prospectus, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the Registration Statement effective for so long as fact necessary to complete make the Merger. No filing ofstatements therein, or 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 an appropriate amendment or supplement todescribing such information shall be promptly filed with the SEC and, the Registration Statement or the Proxy Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party and its outside counsel a reasonable opportunity to review and comment thereon, and each Party shall consider in good faith all comments reasonably proposed by the other Party; provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) to effect such change without Parent’s consent. Subject to the proviso in extent required by law, disseminated to the foregoing sentence and Section 5.4, the Company shall include the Company Board Recommendation in the Proxy Statement/Prospectusstockholders of Buyer.

Registration Statement and Proxy Statement/Prospectus. As promptly as practical following the date of this Agreement, (ia) Parent and the Company shall jointly cooperate and promptly prepare and cause to be filed with the SEC, the Proxy Statement/Prospectus and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement, which and, subject to Parent's receiving promptly the required information from the Company, Parent shall include file the Proxy Statement/ProspectusRegistration Statement with the SEC as soon as practicable after the date hereof. Each of Parent shall use all reasonable efforts, and the Company shall cooperate with each other and use their respective reasonable best efforts to Parent (i) cause including furnishing promptly all information concerning the Registration Statement Company and the Proxy Statement/Prospectus, when filedholders of Company Common Stock as may be reasonably requested by Parent), to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement and the Proxy Statement/Prospectus, (iii) have the Registration Statement (as it may be amended or supplemented) declared effective under the Securities Act as promptly as practicable after such filing filing. Parent shall use all reasonable efforts, and 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. (ivb) keep Parent shall cause the Registration Statement (including the Proxy Statement/Prospectus), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. The Company shall cause the information it provides for so long such purpose to comply as necessary to complete the Merger. No filing of, or amendment or supplement to, form in all material respects with such provisions. (c) The Company hereby covenants and agrees with Parent that: (i) the Registration Statement (at the time it becomes effective under the Securities Act and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that this clause (i) shall apply only to information contained in the Registration Statement that was supplied by the Company for inclusion therein); and (ii) the Proxy Statement/Prospectus (at the time it is first mailed to stockholders of the Company and Parent, at the time of the Company Meeting and the Parent Meeting, and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall apply only to information contained in the Proxy Statement/Prospectus that was supplied by the Company for inclusion therein). If, at any time prior to the Effective Time, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Registration Statement, occurs and such event is required to be described in an amendment to the Registration Statement, the Company shall promptly notify Parent of such occurrence and shall cooperate with Parent in the preparation and filing of such amendment. If, at any time prior to the Effective Time, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Proxy Statement/Prospectus, or response occurs and such event is required to SEC comments be described in a supplement to the Proxy Statement/Prospectus, the Company shall promptly notify Parent of such occurrence and shall cooperate with respect theretoParent in the preparation, will be made by filing and dissemination of such supplement. (d) Parent or hereby covenants and agrees with the Company, as applicable, without Company that: (i) the other’s prior consent Registration Statement (which at the time it becomes effective under the Securities Act and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be unreasonably withheld, conditioned stated therein or delayed) and without providing necessary to make the other Party and its outside counsel a reasonable opportunity to review and comment thereon, and each Party shall consider in good faith all comments reasonably proposed by the other Party; statements therein not misleading (provided, however, that this clause (i) shall not apply to any information contained in the Company, in connection with a Registration Statement that was supplied by the Company Board Recommendation Change, may amend or supplement for inclusion therein); and (ii) the Proxy Statement/Prospectus (including at the time it is first mailed to stockholders of the Company and Parent, at the time of the Company Meeting and the Parent Meeting, and at the Effective Time) shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this clause (ii) shall not apply to any information contained in the Proxy Statement/Prospectus that was supplied by incorporation by reference) to effect such change without Parent’s consentthe Company for inclusion therein). Subject If, at any time prior to the proviso Effective Time, any event with respect to Parent, or with respect to other information (not supplied by the Company) included in the foregoing sentence Registration Statement, occurs and Section 5.4such event is required to be described in an amendment to the Registration Statement, such event shall be so described and such amendment shall be promptly prepared and filed. If, at any time prior to the Company shall include Effective Time, any event with respect to Parent, or with respect to other information (not supplied by the Company Board Recommendation Company) included in the Proxy Statement/Prospectus, occurs and such event is required to be described in a supplement to the Proxy Statement/Prospectus, Parent shall promptly notify the Company of such occurrence and shall cooperate with the Company in the preparation, filing and dissemination of such supplement. (e) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement thereto shall be filed or disseminated to the stockholders of the Company or Parent without the approval of both Parent and the Company (not to be unreasonably withheld). Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, 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 comments or requests for additional information by the SEC with respect to the Registration Statement.