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

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering the issuance of WorldCom Common Stock to holders of the BFP Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Laws, and (ii) holding the meeting of BFP stockholders to vote upon the adoption of this Agreement, WorldCom and BFP will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities Laws, the Securities Act and the Securities Exchange Act. Such prospectus/proxy statement in the form mailed to BFP's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering the issuance of WorldCom Parent Common Stock to holders of the BFP Shares Company Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") SEC under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Laws, laws and (ii) holding the meeting of BFP Company stockholders to vote upon the adoption of this AgreementAgreement and the Merger and the transactions contemplated hereby and thereby (the "Company Proposals"), WorldCom Parent and BFP Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), ," including a prospectus/proxy statement satisfying all requirements of applicable state securities Lawslaws, the Securities Act and the Securities Exchange Act. Such prospectus/proxy statement in the form mailed by Company and Parent to BFPCompany's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering the issuance of WorldCom Commercial Common Stock to be issued to holders of the BFP Shares Company common stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8 hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Lawsauthorities, and (ii) of holding the meeting of BFP stockholders to vote upon Company Shareholders' Meeting, the adoption of this Agreement, WorldCom and BFP will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities Lawslaws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended (the "1934 Act. Such ") and the rules and regulations thereunder (such prospectus/proxy statement in the form mailed to BFP's stockholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement"). At the election of the Company, such Prospectus/Proxy Statement may also include information necessary to conduct the annual meeting of shareholders of the Company."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering the issuance of WorldCom Common Stock Xxxxx common stock to be issued to holders of the BFP Shares Columbian common stock in connection with the Merger with the Securities SEC and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Lawsauthorities, (ii) of submitting the Merger to its shareholders for the Shareholders Approval, and (iiiii) holding of preparing for filing with the meeting OTS the proxy materials for consideration of BFP stockholders to vote upon the adoption of this AgreementMerger by Columbian stockholders, WorldCom and BFP will the parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities Lawslaws, and of the Securities Act of 1933 (the "1933 Act") and the Securities Exchange Act of 1934 (the "1934 Act. Such ") and the rules and regulations thereunder (such prospectus/proxy statement in the form mailed to BFP's stockholdersor information statement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering the issuance of WorldCom Parent Common Stock to holders of the BFP Shares Company Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") SEC under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities 26 32 Act"), and complying with applicable state securities Laws, laws and (ii) holding the meeting of BFP Company stockholders to vote upon the adoption of this AgreementAgreement and the Merger and the transactions contemplated hereby and thereby (the "Company Proposals"), WorldCom Parent and BFP Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), ," including a prospectus/proxy statement satisfying all requirements of applicable state securities Lawslaws, the Securities Act and the Securities Exchange Act. Such prospectus/proxy statement in the form mailed by Company and Parent to BFPCompany's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering the issuance of WorldCom Commercial Common Stock to be issued to holders of the BFP Shares Company common stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8(a) hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Lawsauthorities, and (ii) of holding the meeting of BFP stockholders to vote upon Company Shareholders' Meeting, the adoption of this Agreement, WorldCom and BFP will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities Lawslaws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended (the "1934 Act. Such ") and the rules and regulations thereunder (such prospectus/proxy statement in the form mailed to BFP's stockholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement"). At the election of the Company, such Prospectus/Proxy Statement may also include information necessary to conduct the annual meeting of shareholders of the Company."

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering the issuance of WorldCom Common Preferred Stock to be issued to holders of the BFP Shares Company Common Stock in connection with the Company Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities Lawsauthorities, and (ii) of holding the meeting of BFP stockholders to vote upon Company Shareholders' Meeting, the adoption of this Agreement, WorldCom and BFP will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities Lawslaws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended (the "1934 Act. Such ") and the rules and regulations thereunder (such prospectus/proxy statement in the form mailed to BFP's stockholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")."