Common use of Registration Statement; Proxy Statement; Special Meeting Clause in Contracts

Registration Statement; Proxy Statement; Special Meeting. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, and to cause the Registration Statement to become effective as promptly as practicable. Before the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (subject to Section 5.04(c)) include the Company Recommendation. (b) Subject to Section 5.04(c), no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.08) to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) If at any time before the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that Parent shall not be responsible hereunder for the substance of statements or omissions included in the Registration Statement or Proxy Statement based upon information furnished in writing to Parent by the Company specifically for use therein). (d) If at any time before the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that the Company shall not be responsible hereunder for the substance of statements or omissions included in the Proxy Statement based upon information furnished in writing to the Company by Parent or Merger Sub specifically for use therein). (e) The Company, acting through the Company Board, shall (i) duly set a record date for, call and establish a date for, and give notice of, the Special Meeting (with the record date and meeting date each set for a date as soon as reasonably practicable and in consultation with Parent), and (ii) convene and hold the Special Meeting as soon as reasonably practicable after the date on which the Registration Statement becomes effective. The Special Meeting shall be scheduled to be held approximately thirty (30) days after the mailing of the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Special Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to all stockholders of the Company in advance of the vote to be taken at the Special Meeting, or (y) if as of any time the Special Meeting is scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business for which the Special Meeting was called.

Registration Statement; Proxy Statement; Special Meeting. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall Buyer will prepare and file with the SEC a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) Statement in which the Proxy Statement shall will be included as a prospectusincluded. Buyer, in connection with the registration reasonable assistance of Company, will respond to any comments of the SEC and will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, and to cause the Registration Statement to become effective as promptly as practicable. Before the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent practicable after such filing and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Buyer will cause the Proxy StatementStatement to be mailed to its stockholders at the earliest practicable time. As promptly as practicable after the Registration Statement shall have become effectiveexecution of this Agreement, the Company shall mail Buyer will prepare and file any other filings required under the Proxy Statement to its stockholders. The Proxy Statement shall (subject to Section 5.04(c)) include the Company Recommendation. (b) Subject to Section 5.04(c)Exchange Act, no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.08) or any other Federal, foreign or Blue Sky laws relating to the Proxy Statement or Stock Purchase and the Registration Statement transactions contemplated by this Agreement, (collectively, the “Other Filings”). Each party will be made by Parent or the Company without the approval of notify the other party (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and promptly upon the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance receipt of any stop order, comments from the suspension SEC or its staff and of the 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 or any other governmental officials for amendment of the Proxy Statement amendments or supplements to the Registration Statement or comments thereon and responses thereto any Other Filing or requests by the SEC for additional information. (c) If at information and will supply the other party with copies of all correspondence between such party or any time before of its representatives, on the Effective Timeone hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Registration Statement, the Stock Purchase or any Other Filing. The Registration Statement and the Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event or circumstance relating occurs which is required to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or any Other Filing, the Proxy StatementCompany or Buyer, Parent shall as the case may be, will promptly inform the Company. All documents that Parent is responsible for other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Buyer, such amendment or supplement. The proxy materials will be sent to the stockholders of Buyer for the purpose of soliciting proxies from holders of Buyer Common Stock to vote in favor of: (i) the adoption of this Agreement and the approval of the Stock Purchase (“Buyer Stockholder Approval”); (ii) the change of the name of Buyer to Global Telecom & Technology, Inc. (the “Name Change Amendment”); (iii) an increase in the number of authorized shares of Buyer Common Stock to Eighty Million (80,000,000) (the “Capitalization Amendment”); and (iv) the adoption of an equity incentive plan at a meeting of holders of Buyer Common Stock to be called and held for such purpose (the “Special Meeting”). The Buyer Plan shall provide that an aggregate of Three Million (3,000,000) shares of Buyer Common Stock shall be reserved for issuance pursuant to the equity incentive plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Buyer Common Stock (the “Proxy Statement”). The Company shall furnish to Buyer all information concerning the Company as Buyer may reasonably request in connection with the transactions contemplated herein will comply as preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to form review and substance in all material respects comment on the Proxy Statement and the Registration Statement prior to filing with the applicable SEC. Buyer, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Buyer shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Buyer shall use its reasonable best efforts to cause the Buyer Securities to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Buyer Common Stock to be issued pursuant to the Stock Purchase in each such jurisdiction. (b) As soon as practicable following its approval by the SEC, Buyer shall distribute the Proxy Statement to the holders of Buyer Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Stock Purchase and the other matters presented to the stockholders of Buyer for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Buyer shall comply with all applicable provisions of and rules and regulations thereunder, under the Exchange Act and all applicable provisions of the rules DGCL in the preparation, filing and regulations distribution of the Proxy Statement, the solicitation of proxies thereunder, and other applicable Legal Requirements the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Buyer Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided, provided that Parent Buyer shall not be responsible hereunder for the substance accuracy or completeness of statements any information relating to the Company or omissions included in the Registration Statement or Proxy Statement based upon any other information furnished in writing to Parent by the Company specifically for use thereininclusion in the Proxy Statement). (d) If at any time before the Effective TimeBuyer, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or acting through its board of directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that the Company shall not be responsible hereunder for the substance of statements or omissions included include in the Proxy Statement based upon information furnished the recommendation of its board of directors that the holders of Buyer Common Stock vote in writing to favor of the Company by Parent or Merger Sub specifically for use therein). (e) The Company, acting through adoption of this Agreement and the Company Board, shall (i) duly set a record date for, call and establish a date forapproval of the Stock Purchase, and give notice of, shall otherwise use reasonable best efforts to obtain the Special Meeting (with the record date and meeting date each set for a date as soon as reasonably practicable and in consultation with Parent), and (ii) convene and hold the Special Meeting as soon as reasonably practicable after the date on which the Registration Statement becomes effective. The Special Meeting shall be scheduled to be held approximately thirty (30) days after the mailing of the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Special Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to all stockholders of the Company in advance of the vote to be taken at the Special Meeting, or (y) if as of any time the Special Meeting is scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business for which the Special Meeting was calledBuyer Stockholder Approval.

Registration Statement; Proxy Statement; Special Meeting. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock CVRs to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, and to cause the Registration Statement to become effective as promptly as practicable. Before the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock CVRs in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (subject to Section 5.04(c)) include the Company Recommendation. (b) Subject to Section 5.04(c), no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.08) to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock CVRs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) If at any time before the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that Parent shall not be responsible hereunder for the substance of statements or omissions included in the Registration Statement or Proxy Statement based upon information furnished in writing to Parent by the Company specifically for use therein). (d) If at any time before the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that the Company shall not be responsible hereunder for the substance of statements or omissions included in the Proxy Statement based upon information furnished in writing to the Company by Parent or Merger Sub specifically for use therein). (e) The Company, acting through the Company Board, shall (i) duly set a record date for, call and establish a date for, and give notice of, the Special Meeting (with the record date and meeting date each set for a date as soon as reasonably practicable and in consultation with Parent), and (ii) convene and hold the Special Meeting as soon as reasonably practicable after the date on which the Registration Statement becomes effective. The Special Meeting shall be scheduled to be held approximately thirty (30) 30 days after the mailing of the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Special Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to all stockholders of the Company in advance of the vote to be taken at the Special Meeting, or (y) if as of any time the Special Meeting is scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business for which the Special Meeting was called. Parent shall cause all shares of Company Shares owned by Parent, Merger Sub or their Affiliates, if any, to be voted in favor of adoption of this Agreement and approval of the Transactions.

Registration Statement; Proxy Statement; Special Meeting. (a) As promptly as practicable after the execution of this Agreementdate hereof, Parent and the Company Corporation shall prepare and file with the SEC Commission a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and the Parent shall prepare and file with the SEC Commission a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) ), in which the Proxy Statement shall be included included, as a prospectus, prospectus in connection with the registration under the Securities Act of the shares Units of Parent Common Stock the Liquidating Trust to be issued to the stockholders shareholders of the Company Corporation pursuant to the Merger. Each of the Parent and the Company Corporation will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, and to cause the Registration Statement to become effective as promptly as practicable. Before the effective date Each of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company Corporation shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, but not later than two (2) days thereafter, the Company Corporation shall mail the Proxy Statement to its stockholdersshareholders. The Proxy Statement shall (subject to Section 5.04(c)) include a recommendation by the Company RecommendationSpecial Committee and the Corporation’s board of directors that the Corporation’s shareholders approve this Agreement and the Merger. (b) Subject to Section 5.04(c), no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.08) to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) If at any time before the Effective Time, any event or circumstance relating to (i) the Parent or any Parent Subsidiaryof its Subsidiaries, or their respective officers or directors, should be is discovered by Parent the Parent, or (ii) the Corporation or any of its Subsidiaries, which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent the party hereto to which the event or circumstance relates shall promptly inform the Companyother parties hereto. All documents that the Parent is and the Corporation are responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (Laws, provided, that the neither the Parent nor the Corporation shall not be responsible hereunder for the substance of statements or omissions included in the Registration Statement or Proxy Statement based upon information furnished in writing to Parent such Person by the Company other Person specifically for use therein). (dc) If at any time before Neither the Effective Time, any event Parent nor the Corporation shall amend or circumstance relating to the Company or any Company Subsidiarysupplement, or their respective officers or directors, should be discovered by the Company which should be set forth in permit an amendment or a supplement, to the Proxy Statement or the Registration Statement without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). The Parent and the Corporation each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement to or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Units of the Liquidating Trust issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information and shall provide each other with all copies of correspondence with the Commission or any Governmental Authority relating thereto. (d) For the avoidance of doubt, it is expressly understood and agreed that (i) the Parent, Acquisition and the Corporation shall cooperate with each other in connection with all aspects of the preparation, filing and clearance by the Commission of the Proxy Statement and Registration Statement (including the preliminary Proxy Statement and any and all amendments or supplements thereto), (ii) each of the Corporation and the Parent shall give the other party and its counsel the opportunity to review the Proxy Statement and Registration Statement prior to it being filed with the Commission and shall give the other party and its counsel the opportunity to review all amendments and supplements thereto and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission and each of the Corporation, the Parent and Acquisition agrees to use its commercially reasonable efforts, after consultation with the other, to respond promptly to all such comments of and requests by the Commission, (iii) to the extent practicable, each of the Corporation, the Parent and Acquisition and their respective counsels shall permit the parties and their counsel to participate in all communications with the Commission and its staff (including, without limitation, all meetings and telephone conferences) relating to the Proxy Statement and Registration Statement, this Agreement or any of the Company transactions contemplated thereby (provided that in the event that such participation is not practicable, the party communicating with the Commission shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form other parties and substance in all material respects with the applicable requirements their counsel of the Securities Act content of all such communications and the rules participants involved therein), and regulations thereunder(iv) neither the Corporation, the Exchange Act Parent nor Acquisition shall file with, or send to, the Commission, the Registration Statement (including any preliminary Proxy Statement and any and all amendments or supplements thereto and any and all responses to requests for additional information and replies to comments relating thereto) without the rules and regulations thereunderprior approval of the other parties, and other applicable Legal Requirements (provided, that the Company which approval shall not be responsible hereunder for the substance of statements unreasonably withheld, conditioned or omissions included in the Proxy Statement based upon information furnished in writing to the Company by Parent or Merger Sub specifically for use therein)delayed. (e) The CompanyCorporation, acting through the Company Boardits board of directors, shall (i) duly set a record date for, call and establish a date for, and give notice of, the Special Meeting (with the record date and meeting date each set for a date as soon as reasonably practicable and in consultation with the Parent), and (ii) convene and hold the Special Meeting as soon as reasonably practicable after the date on which the Registration Statement becomes effective. The Special Meeting shall be scheduled to be held approximately thirty (30) 30 days after the mailing of the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company The Corporation may adjourn or postpone the Special Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to all stockholders of the Company in advance of the vote to be taken at the Special Meeting, or (y) only if as of any time the Special Meeting is scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business for which the Special Meeting was called. The Parent shall cause all shares of Common Stock owned by the Parent, Acquisition or their Affiliates to be voted in favor of adoption of this Agreement and approval of the Merger.

Registration Statement; Proxy Statement; Special Meeting. (a) As promptly as practicable after the execution of this Agreementdate hereof, Parent and the Company Corporation shall prepare and file with the SEC Commission a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and the Parent shall prepare and file with the SEC Commission a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) ), in which the Proxy Statement shall be included included, as a prospectus, prospectus in connection with the registration under the Securities Act of the shares Units of Parent Common Stock the Liquidating Trust to be issued to the stockholders shareholders of the Company Corporation pursuant to the Merger. Each of the Parent and the Company Corporation will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, and to cause the Registration Statement to become effective as promptly as practicable. Before the effective date Each of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company Corporation shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, but not later than two (2) days thereafter, the Company Corporation shall mail the Proxy Statement to its stockholdersshareholders. The Proxy Statement shall (subject to Section 5.04(c)) include a recommendation by the Company RecommendationSpecial Committee and the Corporation’s board of directors that the Corporation’s shareholders approve this Agreement and the Merger. (b) Subject to Section 5.04(c), no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.08) to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) If at any time before the Effective Time, any event or circumstance relating to (i) the Parent or any Parent Subsidiaryof its Subsidiaries, or their respective officers or directors, should be is discovered by Parent the Parent, or (ii) the Corporation or any of its Subsidiaries, which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent the party hereto to which the event or circumstance relates shall promptly inform the Companyother parties hereto. All documents that the Parent is and the Corporation are responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (Laws, provided, that the neither the Parent nor the Corporation shall not be responsible hereunder for the substance of statements or omissions included in the Registration Statement or Proxy Statement based upon information furnished in writing to Parent such Person by the Company other Person specifically for use therein). 24 (c) Neither the Parent nor the Corporation shall amend or supplement, or permit an amendment or supplement, to the Proxy Statement or the Registration Statement without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned). The Parent and the Corporation each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Units of the Liquidating Trust issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information and shall provide each other with all copies of correspondence with the Commission or any Governmental Authority relating thereto. (d) If at For the avoidance of doubt, it is expressly understood and agreed that (i) the Parent, Acquisition and the Corporation shall cooperate with each other in connection with all aspects of the preparation, filing and clearance by the Commission of the Proxy Statement and Registration Statement (including the preliminary Proxy Statement and any time before and all amendments or supplements thereto), (ii) each of the Effective TimeCorporation and the Parent shall give the other party and its counsel the opportunity to review the Proxy Statement and Registration Statement prior to it being filed with the Commission and shall give the other party and its counsel the opportunity to review all amendments and supplements thereto and all responses to requests for additional information and replies to comments prior to their being filed with, any event or circumstance sent to, the Commission and each of the Corporation, the Parent and Acquisition agrees to use its commercially reasonable efforts, after consultation with the other, to respond promptly to all such comments of and requests by the Commission, (iii) to the extent practicable, each of the Corporation, the Parent and Acquisition and their respective counsels shall permit the parties and their counsel to participate in all communications with the Commission and its staff (including, without limitation, all meetings and telephone conferences) relating to the Company Proxy Statement and Registration Statement, this Agreement or any Company Subsidiaryof the transactions contemplated thereby (provided that in the event that such participation is not practicable, the party communicating with the Commission shall promptly inform the other parties and their counsel of the content of all such communications and the participants involved therein), and (iv) neither the Corporation, the Parent nor Acquisition shall file with, or their respective officers or directorssend to, should be discovered by the Company which should be set forth in an amendment or a supplement to Commission, the Registration Statement (including any preliminary Proxy Statement and any and all amendments or supplements thereto and any and all responses to requests for additional information and replies to comments relating thereto) without the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements prior approval of the Securities Act and the rules and regulations thereunderother parties, the Exchange Act and the rules and regulations thereunder, and other applicable Legal Requirements (provided, that the Company which approval shall not be responsible hereunder for the substance of statements unreasonably withheld, conditioned or omissions included in the Proxy Statement based upon information furnished in writing to the Company by Parent or Merger Sub specifically for use therein)delayed. (e) The CompanyCorporation, acting through the Company Boardits board of directors, shall (i) duly set a record date for, call and establish a date for, and give notice of, the Special Meeting (with the record date and meeting date each set for a date as soon as reasonably practicable and in consultation with the Parent), and (ii) convene and hold the Special Meeting as soon as reasonably practicable after the date on which the Registration Statement becomes effective. The Special Meeting shall be scheduled to be held approximately thirty (30) 30 days after the mailing of the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company The Corporation may adjourn or postpone the Special Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to all stockholders of the Company in advance of the vote to be taken at the Special Meeting, or (y) only if as of any time the Special Meeting is scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business for which the Special Meeting was called. The Parent shall cause all shares of Common Stock owned by the Parent, Acquisition or their Affiliates to be voted in favor of adoption of this Agreement and approval of the Merger.