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

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as part of the prospectus. Each of Parent and the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and 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. Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafter. The Company shall promptly furnish to Parent all information concerning the Constituent Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Constituent Corporations occurs, or if the Company 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, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company.

Registration Statement; Joint Proxy Statement. (a) As promptly soon as practicable after following the date of this Agreement, the Partnership and Parent will prepare the Joint Proxy Statement and the Company shall Parent will prepare and cause to be filed Parent will file with the SEC the Registration Statement (which shall include the Joint Proxy Statement, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as part of the prospectus). Each of the Partnership and Parent and the Company shall will use its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with such filing and keep the SECRegistration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Each of the Partnership and the Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, the Partnership Unitholders and the Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, Parent Stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but Act. Parent shall also take any action required to be taken under any applicable state or provincial securities Law in each case within five business days thereafter. The Company connection with the issuance and reservation of the New Common Shares, and the Partnership shall promptly furnish to Parent all information concerning the Constituent Corporations Partnership and the Company's stockholders that holders of Partnership Units or a beneficial interest therein as may be required or reasonably requested in connection with any action contemplated such action. No filing of, or amendment or supplement to, the Registration Statement will be made by this Section 5.1Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by the Partnership or Parent without providing the Other Parties a reasonable opportunity to review and comment thereon; provided, that the Partnership Parties, in connection with a Partnership Change in Recommendation, or Parent, in connection with a Parent Change in Recommendation, may amend or supplement the Registration Statement and the Joint Proxy Statement to effect such change if, and to the extent, such amendment or supplement is required by applicable Law. If at any event time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Constituent Corporations occurs, Partnership or if the Company becomes aware of any information, Parent that should be disclosed set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Joint Proxy Statement, then so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company shall statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information will promptly inform Parent thereof notify the Other Parties and shall cooperate with Parent in filing such an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders extent required by Law, disseminated to the Partnership Unitholders or Parent Stockholders. The Parties will notify each other promptly of the Companyreceipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Registration Statement or for additional information and will supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) BSB and NBT shall prepare the Joint Proxy Statement which shall constitute the joint proxy statement of BSB and NBT and the Company prospectus of NBT relating to the meetings of BSB's and NBT's stockholders to be held to consider approval and adoption of this Agreement and, with respect to NBT, related amendments to its Certificate of Incorporation, and (ii) NBT shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (together with any amendments thereto, the "Registration Statement") which shall include the Joint Proxy Statement, and Parent shall prepare and cause with respect to the registration of the shares of NBT Common Stock to be filed with issued to the SEC stockholders and option holders of BSB in the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as part of the prospectusMerger. Each of Parent NBT and the Company BSB shall each use its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as soon as reasonably practicable. BSB will furnish to NBT all information concerning BSB and the BSB Subsidiaries required to be set forth in the Registration Statement and NBT will provide BSB and its counsel the opportunity to review such information as set forth in the Registration Statement and Joint Proxy Statement. NBT and BSB will each render to the other its full cooperation in preparing, filing, prosecuting the filing of, and amending the Registration Statement to comply such that it comports at all times with the rules and regulations promulgated by the SEC, to respond promptly to any comments requirements of the SEC or its staff and 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. Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of NBT and BSB will use its reasonable best efforts to cause promptly advise the Joint Proxy Statement to be mailed other if at any time prior to the Company's stockholders, as promptly as practicable after Effective Time any information provided by it for inclusion in the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafter. The Company shall promptly furnish to Parent all information concerning the Constituent Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Constituent Corporations occurs, or if the Company 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 StatementStatement appears to have been, then or shall have become, incorrect or incomplete and will furnish the Company information necessary to correct such misstatements or omissions. As promptly as practicable after the Registration Statement shall promptly inform Parent thereof have become effective, each of BSB and NBT will mail the Joint Proxy Statement to its respective stockholders. NBT shall cooperate with Parent also take any action required to be taken under any applicable blue sky laws in filing such amendment or supplement connection with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders issuance of the Companyshares of NBT Common Stock to be issued as set forth in this Agreement and BSB and the BSB Subsidiaries shall furnish all information concerning BSB, the BSB Subsidiaries and the holders of Shares and other assistance as NBT may reasonably request in connection with such action.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed file with the SEC the Joint Proxy Statement, Statement and Parent shall prepare and cause to be filed file with the SEC the Form S-4 Registration Statement, in Statement (which shall include the Joint Proxy Statement). Parent and Merger Sub shall each use its reasonable best efforts to (i) cause the Registration Statement will to be included declared effective under the Securities Act as part promptly as practicable after its filing, (ii) ensure that the Registration Statement complies in all material respects with the applicable provisions of the prospectusSecurities Act and the Exchange Act and (iii) keep the Registration Statement effective for so long as necessary to complete the Merger. Parent shall notify the Company promptly of the time when the Registration Statement has become effective or any supplement or amendment to the Registration Statement has been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of Parent and the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and 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. Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use its reasonable best efforts (A) to cause the Joint Proxy Statement to be mailed to the Company's stockholders, ’s stockholders and Parent’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but and (B) ensure that the Registration Statement and the Joint Proxy Statement complies in each case within five business days thereafterall material respects with the applicable provisions of the Exchange Act. The Parent and Merger Sub shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Parent Stock in the Merger, and the Company shall promptly furnish to Parent and Merger Sub all information concerning the Constituent Corporations and the Company's stockholders that Company as may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Constituent Corporations occurs, or if the Company 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, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Companyactions.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare supply the Parent with the information pertaining to the Company required by the rules and cause regulations of the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement"), which information will not, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the proxy statement relating to the meeting of the Company's and the Parent's respective stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement"), which information will not, at the date mailed to stockholders and at the time of the Stockholders' Meetings of the Company and of the Parent, 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. No representation is made by the Company with respect to statements made in the Joint Proxy Statement or the Registration Statement based on information supplied by the Parent or the Sub in writing for inclusion in such documents. If before the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, or their respective 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 Joint Proxy Statement, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as part of the prospectus. Each of Parent and the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and 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. Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafter. The Company shall promptly furnish to Parent all information concerning the Constituent Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Constituent Corporations occurs, or if the Company 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, then the Company shall promptly inform the Parent thereof and shall cooperate with Parent in filing such amendment make appropriate amendments or supplement with the SEC and, if appropriate, in mailing such amendment or supplement supplements to the stockholders of the CompanyJoint Proxy Statement.

Registration Statement; Joint Proxy Statement. Prospectus. Subject to the accuracy of IMSI's representations in Section 3.15, the registration statement (athe "Registration Statement") As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause pursuant to which IMSI Common Stock to be filed issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, 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 included therein not misleading. The information supplied by DCDC for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will not, and Parent shall prepare and cause to be filed with on the SEC the Form S-4 Registration Statement, in which date the Joint Proxy Statement will be included as part Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of DCDC's and IMSI's respective Stockholders Meetings, or at the Effective Time, contain any statement, which at such time and in light of the prospectus. Each of Parent and the Company circumstances under which it shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply be made, is false or misleading with the rules and regulations promulgated by the SEC, to respond promptly respect to any comments of the SEC material fact, or its staff and shall omit 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. Parent will use its reasonable best efforts to cause the Joint Proxy Statement state any material fact required to be mailed stated therein or necessary in order to Parent's stockholdersmake the statements made therein not false or misleading, and the Company will use its reasonable best efforts or omit to cause the Joint Proxy Statement state any material fact necessary to be mailed correct any statement in any earlier communication with respect to the Companysolicitation of proxies for DCDC's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafter. The Company shall promptly furnish to Parent all information concerning the Constituent Corporations and the CompanyIMSI's stockholders that may be required respective Stockholders' Meetings which has become false or reasonably requested in connection with any action contemplated by this Section 5.1misleading. If at any time prior to the Effective Time any event relating to DCDC or any of the Constituent Corporations occursits respective affiliates, officers or if the Company becomes aware of any information, that directors should be disclosed discovered by DCDC which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then the Company DCDC shall promptly inform Parent thereof and shall cooperate IMSI. Notwithstanding the foregoing, DCDC makes no representation or warranty with Parent respect to any information supplied by IMSI which is contained or incorporated by reference in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders any of the Companyforegoing documents.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement Statement/Prospectus will be included as part of the a prospectus. Each of Parent and the Company shall use its all reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and 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. Parent will use its all reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to Parent's stockholders, and the Company will use its all reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafterAct. The Company shall promptly furnish to Parent all information concerning the Constituent Corporations Company Entities and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Constituent Corporations Company Entities occurs, or if the Company 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, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable practicable, and in no event later than 25 Business Days after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement, and Parent shall prepare the Joint Proxy Statement and cause to be filed with the SEC Parent shall prepare the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included included, with respect to the issuance of Parent Common Stock in the Merger and cause it to be filed with the SEC. The Company and Parent shall each furnish all information concerning it and the holders of its capital stock as part the other may reasonably request in connection with the preparation of the prospectusForm S-4 Registration Statement and the Joint Proxy Statement and any amendment thereto. Each of Parent and the Company shall each use its commercially reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff staff, and 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. The Company and Parent will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, their respective stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act but in each case within five business days thereafterAct. The Each of Parent and the Company shall promptly furnish use commercially reasonable efforts to Parent cause all information concerning documents that it is responsible for filing with the Constituent Corporations and the Company's stockholders that may be required or reasonably requested SEC in connection with any action contemplated by this Section 5.1. If any event relating the Contemplated Transactions to any comply as to form and substance in all material respects with the applicable requirements of the Constituent Corporations occursSecurities Act and the Exchange Act. Parent shall also promptly file, or if the Company becomes aware of and use commercially reasonable efforts to cause to become effective as promptly as possible, any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or Statement, including the Joint Proxy StatementStatement and, then if required, the Company and Parent shall promptly inform Parent thereof and shall cooperate with Parent in mail to their respective stockholders any such amendment that becomes necessary after the date the Form S-4 Registration Statement is declared effective. Notwithstanding the foregoing, prior to filing such the Form S-4 Registration Statement (or any amendment or supplement with thereto) or mailing the SEC and, if appropriate, in mailing such Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the stockholders SEC prior to receiving the approval of the Companyother, which approval shall not be unreasonably withheld, conditioned or delayed.