Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file with the SEC a preliminary proxy statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially reasonable efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to the Company's stockholders at the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Parent Series A Stock to be covered by the Registration Statement.

Registration Statement and Proxy Statement. As Gold shall, at Gold's expense (but subject to the terms of Section 11.1 hereinafter) as soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file a registration statement on Form S-4 to be filed with the SEC a preliminary proxy statement pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 Merger (the "Registration Statement") ). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the registration under special stockholders' meetings of Company and to be called for the Securities Act purpose of the Parent Series A Stock issuable in considering and voting on the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement). Each party hereto agrees to use commercially reasonable efforts Company, Gold and Sub shall each cause their counsel and auditors to cooperate with each other party the other's counsel and auditors in connection with the preparation and filing of the preliminary proxy statement, the Proxy Registration Statement and the Registration Proxy Statement, including providing information to the other party with respect to itself as may be reasonably required . Gold shall not include in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement any information concerning Company or Bank to be which Company shall reasonably and timely object in writing. Gold, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as reasonably may be practicable after such filing and to continue to be effective as of the Effective Time and to cause thereafter Company shall distribute the Proxy Statement approved by to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the SEC date on which this Agreement is to be mailed submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Company shall mail or otherwise furnish to its shareholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the reasonable opinion of Gold, Sub or Company's stockholders at , be necessary so that the earliest practicable time. Parent also Proxy Statement, as so amended or supplemented, will use commercially reasonable efforts contain no untrue statement of any material fact and will not omit to take state any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) material fact required to be taken under any applicable state securities stated therein or blue sky laws necessary to make the statements therein, in connection with the issuance light of the Parent Series A Stock circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Gold and Sub shall not be covered by required to maintain the effectiveness of the Registration StatementStatement after delivery of the Gold Common Stock issued pursuant hereto for the purpose of resale of Gold Common Stock by any person. For a period of at least two years from the Effective Time, Gold shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. As Commerce shall promptly and as soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file a registration statement on Form S-4 to be filed with the SEC a preliminary proxy statement pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 Merger (the "Registration Statement") in connection with ). Company, Commerce and Sub shall each provide promptly to the registration under the Securities Act of the Parent Series A Stock issuable other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Merger and of Registration Statement or the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished for the special stockholders' meeting of Company to be called for the Company's stockholders in connection with purpose of considering and voting on the Special Meeting Merger (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement). Each party hereto agrees to use commercially reasonable efforts Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with each other party the other's counsel and auditors in connection with the preparation and filing of the preliminary proxy statement, the Proxy Registration Statement and the Registration Proxy Statement, including providing information to the other party with respect to itself as may be reasonably required . Commerce shall not include in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement any information concerning Company to be which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as reasonably may be practicable after such filing and to continue to be effective as of the Effective Time and to cause thereafter Company shall distribute the Proxy Statement approved by the SEC to be mailed its stockholders in accordance with applicable laws. If necessary, in light of developments occurring subsequent to the filing of the Registration Statement, Company shall mail or otherwise furnish to its stockholders such amendments or supplements to the Registration Statement materials as may, in the reasonable opinion of Commerce, Sub, or Company's stockholders at , be necessary so that the earliest practicable time. Parent also Registration Statement materials, as so amended or supplemented, will use commercially reasonable efforts contain no untrue statement of any material fact and will not omit to take state any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) material fact required to be taken under any applicable state securities stated therein or blue sky laws necessary to make the statements therein, in connection with the issuance light of the Parent Series A Stock circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be covered by required to maintain the effectiveness of the Registration StatementStatement after delivery of the Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by any person. For a period of at least two years from the date of the conversion of shares described in Section 2.2 hereof, Commerce shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Securities Act.

Registration Statement and Proxy Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will shall prepare and file with the SEC a preliminary proxy statement in form and substance reasonably satisfactory to ParentTCI, and Parent will TCI shall prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act of the Parent LMG Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred StockAssumed Options. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") will shall be included as part of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially its reasonable best efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of Parent TCI and the Company will shall use commercially its reasonable best efforts to respond to any comments of the SEC, to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to the Company's stockholders at the earliest practicable time. Parent TCI also will shall use commercially its reasonable best efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Parent LMG Series A Stock to be covered by the Registration Statement.

Registration Statement and Proxy Statement. As Gold shall, at Gold's ------------------------------------------ expense (but subject to the terms of Section 11.1 hereinafter) as soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file a registration statement on Form S-4 to be filed with the SEC a preliminary proxy statement pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 Merger (the "Registration Statement") ). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion special stockholders' meetings of the Company Series A Preferred Stock. The proxy statement furnished and Gold and to be called for the Company's stockholders in connection with purpose of considering and voting on the Special Meeting Merger (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement). Each party hereto agrees to use commercially reasonable efforts Company, Gold and Sub shall each cause their counsel and auditors to cooperate with each other party the other's counsel and auditors in connection with the preparation and filing of the preliminary proxy statement, the Proxy Registration Statement and the Registration Proxy Statement, including providing information to the other party with respect to itself as may be reasonably required . Gold shall not include in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement any information concerning Company or Bank to be which Company shall reasonably and timely object in writing. Gold, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as reasonably may be practicable after such filing and thereafter Company and Gold shall distribute the respective Proxy Statement to continue its stockholders in accordance with applicable laws and the NASDAQ Rules not fewer than 20 business days prior to the date on which this Agreement is to be effective as submitted to its respective stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Effective Time Proxy Statement, Company and Gold shall mail or otherwise furnish to cause its stockholders such amendments to the Proxy Statement approved by the SEC to be mailed or supplements to the Company's stockholders at Proxy Statement as may, in the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualifiedopinion of Gold, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock Sub or the composition Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of its assets) any material fact and will not omit to state any material fact required to be taken under any applicable state securities stated therein or blue sky laws necessary to make the statement therein, in connection with the issuance light of the Parent Series A Stock circumstances under which they were made, not misleading, or as may be necessary to be covered comply with applicable law. For a period of at least two years from the Effective Time, Gold shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Registration StatementSecurities Act.

Registration Statement and Proxy Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will Parent shall prepare and file with the SEC a preliminary proxy statement in form as soon as reasonably practicable after this Agreement has been approved by the board of directors and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act stockholders of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially reasonable efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to Statement (in which the other party with respect to itself as may Proxy Statement shall be reasonably required in connection therewith. Each of Parent included) and the Company will shall use commercially all reasonable efforts to respond to any comments of the SEC, to cause have the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to the Company's stockholders at the earliest as promptly as practicable timethereafter. Parent shall also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky or securities laws in connection with the issuance of Parent Common Stock in the Merger; provided, however, that with respect to such blue sky qualifications neither Parent Series A Stock nor the Company shall be required to register or qualify as a foreign corporation or to take any action which would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions relating to or arising solely from the offer and sale of Parent Common Stock. Parent and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with the preceding sentence. The information provided and to be covered provided by each of the Company and Parent (and by their auditors, attorneys, financial advisors or other consultants or advisors) to the other for use in the Registration StatementStatement and Proxy Statement shall be true and complete in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date the Registration Statement becomes effective, the date of the Proxy Statement and the Effective Time. The Proxy Statement shall include the recommendation of Parent's Board of Directors in favor of the Merger, unless otherwise necessary due to the applicable fiduciary duties of the directors of Parent, as determined pursuant to Section 6.1(h).

Registration Statement and Proxy Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file with the SEC a preliminary proxy statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred StockAssumed Options. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially reasonable efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to the Company's stockholders at the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Parent Series A Stock to be covered by the Registration Statement.

Registration Statement and Proxy Statement. As Gold shall, at Gold's expense (but subject to the terms of Section 11.1 hereinafter) as soon as reasonably practicable after the execution of this Agreement, the Company will prepare and file a registration statement on Form S-4 to be filed with the SEC a preliminary proxy statement pursuant to the Securities Act for the purpose of registering the shares of Gold Common Stock to be issued in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 Merger (the "Registration Statement") ). Company, Gold and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement to be used in connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion special stockholders' meetings of the Company Series A Preferred Stock. The proxy statement furnished and Gold and to be called for the Company's stockholders in connection with purpose of considering and voting on the Special Meeting Merger (the "Proxy Statement") will be included as part of the prospectus forming part of the Registration Statement). Each party hereto agrees to use commercially reasonable efforts Company, Gold and Sub shall each cause their counsel and auditors to cooperate with each other party the other's counsel and auditors in connection with the preparation and filing of the preliminary proxy statement, the Proxy Registration Statement and the Registration Proxy Statement, including providing information to the other party with respect to itself as may be reasonably required . Gold shall not include in connection therewith. Each of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement any information concerning Company or Bank to be which Company shall reasonably and timely object in writing. Gold, Sub and Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as reasonably may be practicable after such filing and thereafter Company and Gold shall distribute the respective Proxy Statement to continue its stockholders in accordance with applicable laws and the NASDAQ Rules not fewer than 20 business days prior to the date on which this Agreement is to be effective as submitted to its respective stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Effective Time Proxy Statement, Company and Gold shall mail or otherwise furnish to cause its stockholders such amendments to the Proxy Statement approved by the SEC to be mailed or supplements to the Company's stockholders at Proxy Statement as may, in the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualifiedopinion of Gold, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock Sub or the composition Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain no untrue statement of its assets) any material fact and will not omit to state any material fact required to be taken under any applicable state securities stated therein or blue sky laws necessary to make the statement therein, in connection with the issuance light of the Parent Series A Stock circumstances under which they were made, not misleading, or as may be necessary to be covered comply with applicable law. For a period of at least two years from the Effective Time, Gold shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to the Registration StatementSecurities Act.

Registration Statement and Proxy Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will CyberCash and Network 1 shall cooperate and promptly prepare and file with the SEC within 30 business days following execution of this Agreement or as soon as practicable thereafter, a preliminary proxy registration statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "“Registration Statement"”) in connection with the registration under the Securities Act Act, with respect to the Merger Shares, a portion of which Registration Statement shall also serve as the proxy statement/prospectus (the “Proxy Statement/Prospectus”) with respect to CyberCash Special Meeting. The Parties shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Parent Series A Stock issuable in Securities Act, the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options Exchange Act and the Converted Warrants rules and upon conversion regulations thereunder. CyberCash shall use all reasonable efforts, and Network 1 shall cooperate with CyberCash, to have the Registration Statement declared effective by the SEC as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. CyberCash shall, as promptly as practicable, provide copies of any written comments received from the Company Series A Preferred Stock. The proxy statement furnished SEC with respect to the Company's stockholders in connection Registration Statement to Network 1 and advise Network 1 of any verbal comments with respect to the Special Meeting (Registration Statement received from the "Proxy Statement") will be included as part of SEC. CyberCash shall use its best efforts to obtain, prior to the prospectus forming part effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits or approvals required to carry out the Merger and shall pay all expenses incident thereto. Each party hereto CyberCash agrees to use commercially reasonable efforts to cooperate with that the Proxy Statement/Prospectus and each other party in connection with amendment or supplement thereto at the preparation time of mailing thereof and filing at the time of the preliminary proxy statementCyberCash Special Meeting and Network 1 Special Meeting, or, in the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each case of Parent and the Company will use commercially reasonable efforts to respond to any comments of the SEC, to cause the Registration Statement and each amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be declared stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by CyberCash in reliance upon and in conformity with written information concerning Network 1 furnished to CyberCash by Network 1 specifically for use in the Proxy Statement/Prospectus. Network 1 agrees that the written information concerning Network 1 provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of the shareholders of Network 1 and CyberCash, or, in the case of written information concerning Network 1 provided by Network 1 for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include 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, in light of the circumstances under which they were made, not misleading. No amendment or supplement to the Proxy Statement/Prospectus shall be made by CyberCash or Network 1 without the approval of the other Party. CyberCash shall advise Network 1, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Merger Shares for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. CyberCash will also undertake to file a Registration Statement (including by way of a post-effective amendment to Form S-4) to register shares of CyberCash Common Stock acquired by Affiliates of Network 1 in the Merger for resale under the Securities Act as soon as reasonably practicable after such filing and to continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to the Company's stockholders at the earliest practicable time. Parent also will use commercially reasonable efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Parent Series A Stock to be covered by the Registration StatementAct.