Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall promptly furnish the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of the Company. (c) Prior to the Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based Awards; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. The Company will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Company Financial Advisors to permit the Company to include in the Joint Proxy Statement/Prospectus the opinion of the Company Financial Advisors that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of shares of Company Common Stock. Parent will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisors to permit Parent to include in the Joint Proxy Statement/Prospectus the written opinion of the Parent Financial Advisors that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio set forth in this Agreement is fair, from a financial point of view, to Parent. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholdersstockholders, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall promptly furnish the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Stockholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of Parent or the stockholders of the Company. (c) Prior to the Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based AwardsRSUs; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreementhereof (and in any event, Parent by May 15, 2021), Remainco shall cause to be prepared the financial statements contemplated by Section 5.14(a). As promptly as reasonably practicable after the date such financial statements are delivered to RMT Partner, (i) RMT Partner and the Company Remainco shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent RMT Partner shall prepare and cause to be filed with the SEC the RMT Partner Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and (ii) Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the shares of Spinco Common Stock to be distributed in the Distributions. Each of RMT Partner and Remainco shall cooperate with the parties shall: (i) use reasonable best efforts to cause other in connection with the preparation and filing of the RMT Partner Form S-4 Registration Statement and Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement. RMT Partner and Remainco shall file or cause to be filed such other appropriate documents with the SEC as may be applicable. Each of RMT Partner and Remainco shall: (A) cause the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with all the applicable rules, regulations and requirements of the Exchange Act or Securities Act; (iiB) promptly notify the other upon receipt of, and cooperate with each other with respect to, provide the other party (and use its Representatives) with a reasonable best efforts opportunity to review and comment on, and respond promptly to, any comments or requests of the SEC or its staff, including for any amendment or supplement staff with respect to the RMT Partner Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus or the Spinco Registration Statement; (ivC) use provide the other party (and its Representatives) with a reasonable best efforts opportunity to review and comment on the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or the Spinco Registration Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (D) have each of the RMT Partner Form S-4 Registration Statement declared and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after it each is filed with the SEC; SEC (v) it being understood that each of RMT Partner and Remainco shall use its reasonable best efforts to keep cause the RMT Partner Form S-4 Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the rules promulgated by the SEC); and (E) keep each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminatedContemplated Transactions. Parent RMT Partner shall cause the Joint Proxy Statement/Prospectus to be mailed to ParentRMT Partner’s shareholdersstockholders, and the Company Remainco shall cause the Joint Proxy Statement/Prospectus to be mailed to the CompanyRemainco’s stockholders, in each case as promptly as reasonably practicable after the RMT Partner Form S-4 Registration Statement is declared becomes effective under the Securities Act. Each of the parties RMT Partner and Remainco shall promptly furnish the other parties party all information concerning such party, its Subsidiaries, directors, officers Subsidiaries and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.45.1. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder VoteEffective Time, any party event or circumstance shall be discovered by either RMT Partner or Remainco, or either RMT Partner or Remainco becomes aware of any information furnished by it, in either case, that should be disclosed in an amendment or supplement to the RMT Partner Form S-4 Registration Statement or Statement, the Joint Proxy Statement/Prospectus in order or the Spinco Registration Statement so that such document or documents would not include any untrue statement of a material fact or fail to state any material fact necessary to make any statement the statements therein, in light of the circumstances under which it is they were made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such partyparty shall: (A1) shall promptly inform the other party thereof; (B2) shall provide the other party (and its counselRepresentatives) with a reasonable opportunity to review and comment on any amendment or supplement to the RMT Partner Form S-4 Registration Statement or Statement, the Joint Proxy Statement/Prospectus or the Spinco Registration Statement prior to it being filed with the SEC; (C3) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D4) cooperate, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of RMT Partner or Remainco (as the Companycase may be). Remainco acknowledges that RMT Partner’s ability to comply with its obligations under this Section 5.1 depend, in part, on Remainco’s timely compliance with Section 5.14, and therefore RMT Partner shall be afforded a reasonable period to comply with such obligations based upon the timing of Remainco providing the financial statements herein contemplated. (cb) Prior to the Effective Time, Parent Each of RMT Partner and Remainco shall use its reasonable best efforts to also take all commercially reasonable actions (other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based Awards; provided, however, that Parent shall not be required to qualify than qualifying to do business in any jurisdiction in which it is not now so qualified qualified) required to be taken under any applicable state securities laws in connection with, in the case of the RMT Partner, the issuance of RMT Partner Common Stock pursuant to the Merger and, in the case of Remainco, the distribution of shares of Spinco Common Stock in the Distributions. If any state takeover statute or file a general consent similar Legal Requirement shall become applicable to service the Contemplated Transactions, each of process in any jurisdictionthe parties and their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby or by the other Transaction Documents and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly cooperate to prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, Prospectus will be included as a prospectus. Each of Parent and the parties shallCompany shall use commercially reasonable efforts: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with all the applicable rules, rules and regulations and requirements of promulgated by the Exchange Act or Securities ActSEC; (ii) to promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments or requests of the SEC or its staff, including for any amendment or supplement staff with respect to the Form S-4 Registration Statement of and the Joint Proxy Statement/Prospectus; (iii) promptly to provide the other party (and its counsel) with copies of all written correspondence a reasonable opportunity to review and a summary of all oral communications between it or its Representatives, comment on the one hand, Form X-0 Xxxxxxxxxxxx Xxxxxxxxx and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide . The Company shall cause to be filed with the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or SEC the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its commercially reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders's stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s 's stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the parties Company shall promptly furnish the other parties party all information concerning such party, its Subsidiaries, directors, officers Subsidiaries and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.45.1. If, at any time prior to obtaining If either Parent or the Required Company Stockholder Vote or Required Parent Shareholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleadingProspectus, then such party: (Ai) shall promptly inform the other party thereof; (Bii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (Ciii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (Div) shall cooperate, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of the CompanyCompany or Parent. (cb) Prior to the Effective Time, Parent shall use its commercially reasonable best efforts to take obtain all other actions required regulatory approvals needed to be taken under ensure that the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including Merger will (to the Parent extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to be issued upon notice of and to vote at the exercise of converted Company Options and upon vesting of converted Company Stock-Based AwardsStockholders' Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and in no event later than forty-five (45) days following the Company date hereof, HW shall jointly prepare (with Valor’s reasonable cooperation) and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, Prospectus and Parent HW shall prepare (with Valor’s reasonable cooperation) and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, Prospectus will be included as a prospectus. Each HW shall provide Valor with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement and any amendments or supplements thereto (which comments shall be considered in good faith) prior to filing. No filing of the parties shall: Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, or, in each case any amendments or supplements thereto, shall be made by HW or any of its Affiliates without the prior consent of Valor (i) use reasonable best efforts to which shall not be unreasonably withheld, delayed or conditioned). HW shall cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with all the applicable rules, rules and regulations and requirements of promulgated by the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and SEC. HW shall use its reasonable best efforts to (i) respond to, promptly to any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iiiii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; , (viii) use reasonable best efforts to keep the Form S-4 Registration Statement effective through as long as is necessary to consummate the Closing in order to permit the consummation of the Merger; Transactions, and (viiv) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and cause the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with be cleared by the SEC or mailingas promptly as reasonably practicable. Each party agrees to provide the other parties and their respective counsel with copies of any written comments, and shall provide to inform the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance party of any stop order relating theretooral comments, that such party or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by its counsel receives from the SEC or its staff for any amendment of or supplement with respect to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus promptly after receipt thereof, and any written or comments thereon oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall consider in good faith the additions, deletions or changes suggested thereto or requests by the SEC for additional information, other parties and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminatedtheir respective counsel. Parent HW shall cause the Joint Proxy Statement/Prospectus to be mailed to ParentHW’s shareholders, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case stockholders as promptly as practicable after practicable, and in no event later than the fifth (5th) business day following the date the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties party shall promptly furnish to the other parties party all information concerning such party, its Subsidiaries, directors, officers party and (to the extent reasonably available to such party) ’s subsidiaries and such party’s stockholders that may be reasonably required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.48.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder VoteEffective Time, any event relating to a party or its subsidiaries occurs, or if a party becomes aware of any information information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleadingProspectus, then such party: (A) party shall promptly inform the other party thereof; (B) parties thereof and shall provide cooperate fully with the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other party with a copy of parties in filing such amendment or supplement promptly after it is filed with the SEC; and (D) SEC and, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of the Companyany applicable party. (cb) Prior to the Effective Time, Parent HW shall use its commercially reasonable best efforts to take obtain all other actions required regulatory approvals needed to be taken under ensure that the Securities Act Holdco Common Shares and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock Warrants to be issued in the Merger, including Transactions (to the Parent Common extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of the Valor Capital Stock has an address of record on the record date for determining the stockholders entitled to be issued upon notice of and to vote for the exercise of converted Company Options and upon vesting of converted Company Stock-Based AwardsRequired Valor Shareholder Vote; provided, however, that Parent HW and Holdco shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or qualified; (ii) to file a general consent to service of process in any jurisdiction; or (iii) register the Warrants under the Exchange Act. (c) Valor shall cooperate with HW and provide HW, and cause its Representatives, advisors, accountants and attorneys to provide, HW and its Representatives, advisors, accountants and attorneys, with all information regarding Valor that is required by law to be included in the Form S-4 Registration Statement or reasonably requested from Valor to be included in the Form S-4 Registration Statement or other required filings.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company’s stockholders pursuant to the Merger and (ii) the joint proxy statement/prospectus with respect to the Merger relating to the special meetings of the Company’s stockholders to be held to consider approval of this Agreement and the Merger (the “Company Stockholders Meeting”) and of Parent’s stockholders to be held to consider approval of an amendment to the Parent 2004 Plan increasing the number of authorized shares of Parent Common Stock under the Parent 2004 Plan and the issuance of Parent Common Stock to the Company’s stockholders pursuant to the Merger (the “Parent Stockholders Meeting”) (together with any amendments thereto, the “Joint Proxy Statement/Prospectus”). Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of Parent and Company shall notify the parties shall: (i) use reasonable best efforts to cause other of the Form S-4 receipt of any comments from the SEC on the Registration Statement and the Joint Proxy Statement/Prospectus and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of the Company and of Parent. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substance in all material respects with all the applicable rules, regulations and requirements of (i) the Exchange Act or Securities Act; , (ii) promptly notify the other upon receipt ofSecurities Act, and cooperate (iii) the rules and regulations of the Nasdaq Stock Market, Inc. (b) The Joint Proxy Statement/Prospectus shall include (i) with each other respect to Company and use reasonable best efforts its stockholders, subject to respond toSection 5.6, any comments the approval of the Merger and the recommendation of the Company Board to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger and (ii) with respect to Parent and its stockholders, (x) the approval of the Parent Stock Issuance and the recommendation of the Parent Board to Parent’s stockholders that they vote in favor of approval of Parent Stock Issuance and (y) the approval of the Parent Plan Increase. (c) None of the information supplied by the Company for inclusion or requests of incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or its staffother regulatory agency and, including for any amendment or supplement to in addition, (A) in the Form S-4 Registration Statement case of the Joint Proxy Statement/Prospectus; (iii) promptly provide , at the other party with copies of all written correspondence and a summary of all oral communications between date it or its Representativesany amendments or supplements thereto are first mailed to stockholders of the Company and Parent, on at the one handtime of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the SEC Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or its staffomit to state any material fact required to be stated therein or necessary in order to make the statements therein, on in light of the other handcircumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Form S-4 Company or any of its Subsidiaries, or any of their officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts , the Company shall promptly inform Parent. All documents that Company is responsible for filing with the SEC in connection with the Merger will comply as to have form in all material respects with the Form S-4 Registration Statement declared effective under applicable requirements of the rules and regulations of the Securities Act as promptly as practicable after it is filed with and the SEC; Exchange Act. (vd) use reasonable best efforts to keep None of the Form S-4 information supplied by Parent for inclusion or incorporation by reference in the Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (including A) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are first mailed to stockholders of the Company and Parent, at the time of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any 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. If, at any time prior to the Form S-4 Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to Parent shall promptly inform the Company. All documents that Xxxxxx is responsible for filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made in connection with the SEC, except Merger will comply as to form in all material respects with the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposalapplicable requirements of the rules and regulations of the Securities Act and the Exchange Act. (be) Parent shall will advise the Company, promptly after receipt of it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filedbecome effective, the issuance of any stop order relating theretoorder, or the suspension of the shares 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 or its staff other regulatory authority for any amendment of or supplement to the Form S-4 Registration Joint Proxy Statement or the Joint Proxy Registration Statement/Prospectus . (f) At or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating prior to the Form S-4 Registration Statement or any such suspension filing of the shares of Registration Statement, Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders, and the Company shall cause deliver to Dechert LLP and Xxxxxx Xxxx LLP tax representation letters substantially in the Joint Proxy Statement/Prospectus forms attached hereto as Exhibits C and D. Parent and the Company shall each confirm to be mailed such counsel the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the Company’s stockholdersprior sentence. Following delivery of the tax representation letters, in each case as promptly as practicable after of Parent and the Form S-4 Registration Statement is declared effective Company shall use commercially reasonable efforts to cause its counsel to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. Each of In rendering such opinions and the parties shall promptly furnish the other parties all information concerning such partyopinions described in Section 6.1(f), its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other party with a copy each of such amendment or supplement promptly after it is filed with counsel shall be entitled to rely on the SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of the Companytax representation letters. (c) Prior to the Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based Awards; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the MergerMergers; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. The Company will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Joint Proxy Statement/Prospectus the Company Fairness Opinion. Parent will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisor to permit Parent to include in the Joint Proxy Statement/Prospectus the Parent Fairness Opinion. (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Class A Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Class A Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholdersstockholders, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the parties shall promptly furnish the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Stockholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC, other than such disclosures that relate to a Company Acquisition Proposal or a Parent Acquisition Proposal; (C) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (D) if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of Parent or the stockholders of the Company. For purposes of the Joint Proxy Statement/Prospectus, any information concerning or related to the Company, its Affiliates, or the Company Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its Affiliates, or the Parent Stockholder Meeting will be deemed to have been provided by Parent. (c) Prior to the First Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Class A Common Stock to be issued in the First Merger, including the Parent Class A Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based AwardsOptions; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company’s stockholders pursuant to the Merger and (ii) the joint proxy statement/prospectus with respect to the Merger relating to the special meetings of the Company’s stockholders to be held to consider approval of this Agreement and the Merger (the “Company Stockholders Meeting”) and of Parent’s stockholders to be held to consider approval of an amendment to the Parent 2004 Plan increasing the number of authorized shares of Parent Common Stock under the Parent 2004 Plan and the issuance of Parent Common Stock to the Company’s stockholders pursuant to the Merger (the “Parent Stockholders Meeting”) (together with any amendments thereto, the “Joint Proxy Statement/Prospectus”). Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of Parent and Company shall notify the parties shall: (i) use reasonable best efforts to cause other of the Form S-4 receipt of any comments from the SEC on the Registration Statement and the Joint Proxy Statement/Prospectus and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of the Company and of Parent. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substance in all material respects with all the applicable rules, regulations and requirements of (i) the Exchange Act or Securities Act; , (ii) promptly notify the other upon receipt ofSecurities Act, and cooperate (iii) the rules and regulations of the Nasdaq Stock Market, Inc. (b) The Joint Proxy Statement/Prospectus shall include (i) with each other respect to Company and use reasonable best efforts its stockholders, subject to respond toSection 5.6, any comments the approval of the Merger and the recommendation of the Company Board to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger and (ii) with respect to Parent and its stockholders, (x) the approval of the Parent Stock Issuance and the recommendation of the Parent Board to Parent’s stockholders that they vote in favor of approval of Parent Stock Issuance and (y) the approval of the Parent Plan Increase. (c) None of the information supplied by the Company for inclusion or requests of incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or its staffother regulatory agency and, including for any amendment or supplement to in addition, (A) in the Form S-4 Registration Statement case of the Joint Proxy Statement/Prospectus; (iii) promptly provide , at the other party with copies of all written correspondence and a summary of all oral communications between date it or its Representativesany amendments or supplements thereto are first mailed to stockholders of the Company and Parent, on at the one handtime of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the SEC Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or its staffomit to state any material fact required to be stated therein or necessary in order to make the statements therein, on in light of the other handcircumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Form S-4 Company or any of its Subsidiaries, or any of their officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts , the Company shall promptly inform Parent. All documents that Company is responsible for filing with the SEC in connection with the Merger will comply as to have form in all material respects with the Form S-4 Registration Statement declared effective under applicable requirements of the rules and regulations of the Securities Act as promptly as practicable after it is filed with and the SEC; Exchange Act. (vd) use reasonable best efforts to keep None of the Form S-4 information supplied by Parent for inclusion or incorporation by reference in the Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (including A) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are first mailed to stockholders of the Company and Parent, at the time of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any 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. If, at any time prior to the Form S-4 Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made in connection with the SEC, except Merger will comply as to form in all material respects with the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposalapplicable requirements of the rules and regulations of the Securities Act and the Exchange Act. (be) Parent shall will advise the Company, promptly after receipt of it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filedbecome effective, the issuance of any stop order relating theretoorder, or the suspension of the shares 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 or its staff other regulatory authority for any amendment of or supplement to the Form S-4 Registration Joint Proxy Statement or the Joint Proxy Registration Statement/Prospectus . (f) At or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating prior to the Form S-4 Registration Statement or any such suspension filing of the shares of Registration Statement, Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders, and the Company shall cause deliver to Dechert LLP and Xxxxxx Xxxx LLP tax representation letters substantially in the Joint Proxy Statement/Prospectus forms attached hereto as Exhibits C and D. Parent and the Company shall each confirm to be mailed such counsel the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the Company’s stockholdersprior sentence. Following delivery of the tax representation letters, in each case as promptly as practicable after of Parent and the Form S-4 Registration Statement is declared effective Company shall use commercially reasonable efforts to cause its counsel to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. Each of In rendering such opinions and the parties shall promptly furnish the other parties all information concerning such partyopinions described in Section 6.1(f), its Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 4.4. If, at any time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Vote, any party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other party with a copy each of such amendment or supplement promptly after it is filed with counsel shall be entitled to rely on the SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of Parent or the stockholders of the Companytax representation letters. (c) Prior to the Effective Time, Parent shall use its reasonable best efforts to take all other actions required to be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of converted Company Options and upon vesting of converted Company Stock-Based Awards; provided, however, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process in any jurisdiction.