Common use of S-4 Registration Statement Clause in Contracts

S-4 Registration Statement. (a) As soon as practicable following the date of this Agreement, the Company and the Acquiror shall prepare and file with the SEC the Joint Proxy Statement and the Acquiror shall prepare and file with the SEC a registration statement on Form S-4 with respect to the Acquiror Common Stock and Acquiror Warrants to be issued in connection with the Merger or in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. The Company shall reasonably promptly furnish to the Acquiror all information concerning the Company and the Company Shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4 (including, without limitation, the audited financial statements of the Company for the three fiscal years ended November 30, 2008 complying with the requirements of the Securities Act and the Exchange Act). In addition, the Company shall promptly furnish to the Acquiror all information concerning the Company, its Subsidiaries and the Company Shareholders that may be required or reasonably requested in connection with any pre- or post-effective amendment to the Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion of the audited financial statements of the Company and the report thereon of the Company’s independent auditors in the reports, registration statements, or filings of the Acquiror filed or to be filed with the SEC. Each of the Company and Acquiror shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company Shareholder, and the Acquiror shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror Shareholders, in each case as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by the Acquiror, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or the Acquiror, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or the Acquiror, or any of their respective Affiliates, Subsidiaries, Employees, officers or directors, should be discovered by the Company or the Acquiror which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the extent required by applicable Law, disseminated to the shareholders of each of the Company and the Acquiror. The parties acknowledge and agree that the foregoing arrangements may be altered by the Acquiror as Acquiror deems necessary to respond to any comments or requests from the SEC. (b) Prior to the Effective Time, the Acquiror shall use commercially reasonable efforts to make all required filings with state regulatory authorities and Nasdaq and to cause the Acquiror Common Stock and Acquiror Warrants to be issued in the Merger or in connection with the exercise of any Acquiror Warrant to qualify under the securities or “blue sky” Law of every jurisdiction of the United States in which any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Merger (other than qualifying to do business in a State in which it is not now qualified), and the Company shall furnish all information concerning the Company, its Subsidiaries and the Company Shareholders as the Acquiror may request in connection with any such action.

S-4 Registration Statement. (a) As soon promptly as practicable following after delivery of the date of this AgreementAcquisition Notice, the Company Net and the Acquiror shall prepare and file with the SEC the Joint Proxy Statement and the Acquiror Sensar shall prepare and file with the SEC a registration Form S-4, including a proxy statement on for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and Net and a prospectus for the issuance by Sensar of the Common Stock to the Net Shareholders (the "Proxy Statement/Prospectus"). Each of Net, Sensar and the Net Shareholders shall use their best efforts to cause the Form S-4 with respect to the Acquiror Common Stock and Acquiror Warrants to be issued declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the Merger issuance of shares of the Sensar Common Stock. Each of Sensar, Net, and the Net Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. The Company shall reasonably promptly furnish to the Acquiror all information concerning the Company and the Company Shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4 (including, without limitation, the audited financial statements of the Company for the three fiscal years ended November 30, 2008 complying with the requirements of the Securities Act and the Exchange Act)such actions. In addition, the Company Net shall promptly furnish provide disclosure concerning tax consequences to the Acquiror all information concerning stockholders of Net under the Company, its Subsidiaries and the Company Shareholders that may be required or reasonably requested in connection with any pre- or post-effective amendment to the Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion tax laws of the audited financial statements State of the Company and the report thereon of the Company’s independent auditors in the reportsIsrael, registration statements, or filings of the Acquiror filed or to be filed with the SECif any. Each of the Company and Acquiror shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as As promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company Shareholder, and the Acquiror shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror Shareholders, in each case as soon as reasonably practicable after the Form S-4 is shall have been declared effective under by the Securities ActSEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and Net shall mail the Proxy Statement/Prospectus to its shareholders entitled to vote at the Net Stockholders Meeting. No filing of, or amendment or supplement to, The Proxy Statement/Prospectus shall include the recommendation of Sensar's and Net's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-4 will be made by shall not, at the Acquiror, and no filing of, or amendment or supplement time the Proxy Statement/Prospectus is mailed to the Joint Proxy Statement will be made by the Company or the Acquirorstockholders of Sensar, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of contain any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or the Acquiror, or any of their respective Affiliates, Subsidiaries, Employees, officers or directors, should be discovered by the Company or the Acquiror which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement so that any of such documents would not include any misstatement 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the Proxy Statement/Prospectus, Sensar shall promptly inform Net thereof in writing. Sensar will indemnify and hold harmless Net, each of its officers, directors, shareholders and each person who controls Net within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which it may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission of a material fact required to be stated therein, or necessary in light order to make the statements therein not misleading except insofar as any statement or omission was made in reliance upon and in conformity with information furnished in writing by Net expressly for use therein. (c) The information supplied by Net for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the Net Shareholders, 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to Net or any of its affiliates, or to their respective officers or directors, is discovered by Net that should be set forth in a supplement to the Proxy Statement/Prospectus, Net shall promptly inform Sensar thereof in writing. Net will indemnify and hold harmless Sensar, each of its officers, directors and each person who controls Sensar within Section 15 of the circumstances Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which it may become subject under which they were madeapplicable law (including the Securities Act and the Exchange Act) and will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission of a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, the party that discovers such but only insofar as any statement or omission was made in reliance upon and in conformity with information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the extent required furnished in writing by applicable Law, disseminated to the shareholders of each of the Company and the Acquiror. The parties acknowledge and agree that the foregoing arrangements may be altered by the Acquiror as Acquiror deems necessary to respond to any comments or requests from the SECNet expressly for use therein. (b) Prior to the Effective Time, the Acquiror shall use commercially reasonable efforts to make all required filings with state regulatory authorities and Nasdaq and to cause the Acquiror Common Stock and Acquiror Warrants to be issued in the Merger or in connection with the exercise of any Acquiror Warrant to qualify under the securities or “blue sky” Law of every jurisdiction of the United States in which any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Merger (other than qualifying to do business in a State in which it is not now qualified), and the Company shall furnish all information concerning the Company, its Subsidiaries and the Company Shareholders as the Acquiror may request in connection with any such action.

S-4 Registration Statement. The LMS Shareholders may elect by written notice given to SLC no later than December 1, 1994 that SLC prepare and file (a) As soon in which case SLC will prepare and file), as promptly as practicable following its receipt of all of the date of this Agreementinformation to be provided to it pursuant to the immediately following sentence, the Company and the Acquiror shall prepare and file with the SEC Securities and Exchange Commission (the Joint Proxy Statement and the Acquiror shall prepare and file with the SEC "SEC") a registration statement on Form S-4 (the "Registration Statement") covering the issuance of the SLC Shares in the Acquisition. In the case of such election, the LMS Shareholders shall use reasonable best efforts to provide SLC, on or prior to January 2, 1995, with respect to all information concerning the Acquiror Common Stock LMS Parties which is required under applicable SEC rules and Acquiror Warrants regulations to be issued disclosed in the Registration Statement. On and after such date, the LMS Shareholders shall promptly provide SLC with such additional or updated information as is necessary or desirable in connection with the Merger preparation, filing or in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. The Company shall reasonably promptly furnish to the Acquiror all information concerning the Company and the Company Shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4 (including, without limitation, the audited financial statements SEC clearance of the Company for the three fiscal years ended November 30, 2008 complying with the requirements of the Securities Act and the Exchange Act). In addition, the Company shall promptly furnish to the Acquiror all information concerning the Company, its Subsidiaries and the Company Shareholders that may be required or reasonably requested in connection with any pre- or post-effective amendment to the Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion of the audited financial statements of the Company and the report thereon of the Company’s independent auditors in the reports, registration statements, or filings of the Acquiror filed or to be filed with the SECRegistration Statement. Each of the Company and Acquiror shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company Shareholder, and the Acquiror shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror LMS Shareholders, in each case as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by the Acquiror, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or the Acquiror, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff SLC, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, hereby represents and warrants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection Registration Statement is filed with the Merger for offering or sale in SEC and at the time it becomes effective under the Securities Act, contain any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or the Acquiror, or any untrue statement of their respective Affiliates, Subsidiaries, Employees, officers or directors, should be discovered by the Company or the Acquiror which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the extent required by applicable Law, disseminated to the shareholders of each of the Company and the Acquiror. The parties acknowledge and agree that the foregoing arrangements may be altered by the Acquiror as Acquiror deems necessary to respond to any comments or requests from the SEC. (b) Prior to the Effective Time, the Acquiror SLC shall use commercially reasonable best efforts to make all required filings with state regulatory authorities and Nasdaq and to cause the Acquiror Common Stock and Acquiror Warrants Registration Statement to be issued in declared effective on or prior to the Merger Closing Date, it being understood that the failure of the Registration Statement to be declared effective on or prior to such date because of the LMS Shareholders' failure to provide information to SLC on a timely basis shall not constitute a breach of, or the failure to perform or satisfy, any covenant by SLC. If, notwithstanding SLC's reasonable best efforts, the Registration Statement is not declared effective on or prior to the Closing Date because the LMS Shareholders elected to accelerate the Closing Date under Section 1D, such failure to be declared effective shall not constitute a breach of, or the failure to perform or satisfy, any covenant of SLC. In addition, SLC shall not be required to agree to any amendment, modification or recission of any of the Transaction Documents in connection with the exercise of any Acquiror Warrant to qualify under the securities or “blue sky” Law of every jurisdiction SEC clearance of the United States in Registration Statement. Before filing the Registration Statement or any amendment thereto, SLC will furnish to counsel selected by the LMS Shareholders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel before any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Merger (other than qualifying to do business in a State in which it such filing is not now qualified)made, and the Company shall furnish all information concerning the Company, its Subsidiaries and the Company Shareholders as the Acquiror may request in connection SLC will comply with any reasonable request by such actioncounsel to make changes in any information contained in such documents relating to LMS or the LMS Shareholders.

S-4 Registration Statement. (a) As soon promptly as practicable following after the date execution of this Agreement, the Company ITES and the Acquiror shall prepare and file with the SEC the Joint Proxy Statement and the Acquiror Sensar shall prepare and file with the SEC a registration Form S-4, including a proxy statement on for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and a prospectus for the issuance by Sensar of the Common Stock to the ITES Shareholders (the "Proxy Statement/Prospectus"). Each of ITES, Sensar and the ITES Shareholders shall use their best efforts to cause the Form S-4 with respect to the Acquiror Common Stock and Acquiror Warrants to be issued declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the Merger issuance of shares of the Exchanged Sensar Stock. Each of Sensar, ITES, and the ITES Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Mergersuch actions. The Company shall reasonably promptly furnish to the Acquiror all information concerning the Company and the Company Shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4 (including, without limitation, the audited financial statements of the Company for the three fiscal years ended November 30, 2008 complying with the requirements of the Securities Act and the Exchange Act). In addition, the Company shall promptly furnish to the Acquiror all information concerning the Company, its Subsidiaries and the Company Shareholders that may be required or reasonably requested in connection with any pre- or post-effective amendment to the Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion of the audited financial statements of the Company and the report thereon of the Company’s independent auditors in the reports, registration statements, or filings of the Acquiror filed or to be filed with the SEC. Each of the Company and Acquiror shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as As promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company Shareholder, and the Acquiror shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror Shareholders, in each case as soon as reasonably practicable after the Form S-4 is shall have been declared effective under by the Securities ActSEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and to the ITES Shareholders. No filing of, or amendment or supplement to, The Proxy Statement/Prospectus shall include the recommendation of Sensar's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-4 will be made by shall not, at the Acquiror, and no filing of, or amendment or supplement time the Proxy Statement/Prospectus is mailed to the Joint Proxy Statement will be made by the Company or the Acquirorstockholders of Sensar, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of contain any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or the Acquiror, or any of their respective Affiliates, Subsidiaries, Employees, officers or directors, should be discovered by the Company or the Acquiror which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement so that any of such documents would not include any misstatement 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 were made, therein not misleading. If at any time prior to the Closing Date any event or circumstance relating to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the party that discovers such information Proxy Statement/Prospectus, Sensar shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the extent required by applicable Law, disseminated to the shareholders of each of the Company and the Acquiror. The parties acknowledge and agree that the foregoing arrangements may be altered by the Acquiror as Acquiror deems necessary to respond to any comments or requests from the SECinform ITES thereof in writing. (bc) Prior The information supplied by ITES for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the Effective Timestockholders of Sensar and the ITES Shareholders, the Acquiror shall use commercially reasonable efforts 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 all required filings with state regulatory authorities and Nasdaq and the statements therein not misleading. If at any time prior to cause the Acquiror Common Stock and Acquiror Warrants Closing Date any event or circumstance relating to ITES or any of its affiliates, or to their respective officers or directors, is discovered by ITES that should be issued in the Merger or in connection with the exercise of any Acquiror Warrant to qualify under the securities or “blue sky” Law of every jurisdiction of the United States in which any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Merger (other than qualifying to do business set forth in a State supplement to the Proxy Statement/Prospectus, ITES shall promptly inform Sensar thereof in which it is not now qualified), and the Company shall furnish all information concerning the Company, its Subsidiaries and the Company Shareholders as the Acquiror may request in connection with any such actionwriting.

S-4 Registration Statement. (a) As soon as practicable following the date of this Agreement, Subject to (i) compliance by the Company with its obligations under Section 5.15(c) and (d), and (ii) Acquirer not having delivered to the Acquiror shall prepare and file Company an All Cash Election notice, Acquirer, in cooperation with the SEC the Joint Proxy Statement Company, shall finalize and the Acquiror shall prepare and file cause to be filed with the SEC a registration statement on Form S-4, which shall include a prospectus (the “Form S-4 with respect Registration Statement”) by March 1, 2021 (subject to any extension of such date as may be determined in the Acquiror Common Stock and Acquiror Warrants to be issued Company’s reasonable sole discretion), in connection with the Merger or in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by registration under the Securities Act or of the Exchange Act in connection with shares of Acquirer Common Stock to be issued by virtue of the Merger. The Each of Acquirer and the Company shall reasonably use reasonable best efforts to cause the Form S-4 Registration Statement to comply with the applicable rules and regulations promulgated by the SEC and Nasdaq, to promptly notify the other, cooperate with respect to, and 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. Each of Acquirer and the Company shall promptly furnish to the Acquiror all information concerning the Company respective party and the Company Shareholders their respective subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4 (including5.15. If, without limitation, the audited financial statements of the Company for the three fiscal years ended November 30, 2008 complying with the requirements of the Securities Act and the Exchange Act). In addition, the Company shall promptly furnish to the Acquiror all information concerning the Company, its Subsidiaries and the Company Shareholders that may be required or reasonably requested in connection with any pre- or post-effective amendment to the Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion of the audited financial statements of the Company and the report thereon of the Company’s independent auditors in the reports, registration statements, or filings of the Acquiror filed or to be filed with the SEC. Each of the Company and Acquiror shall use commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company Shareholder, and the Acquiror shall use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror Shareholders, in each case as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Form S-4 will be made by the Acquiror, and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or the Acquiror, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time 64 prior to the Effective Time Time, any information relating to the Company Acquirer or the AcquirorCompany, or any of their respective Affiliates, Subsidiaries, Employees, officers directors or directorsofficers, should be discovered by Acquirer or the Company or the Acquiror which should be set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Joint Proxy Information Statement so such that any of either such documents document would not include any misstatement of a material fact or omit to state any a material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and hereto, an appropriate amendment or supplement describing such information shall be prepared and, following a reasonable opportunity for the other party (and its counsel) to review and comment on such amendment or supplement, promptly filed with the SEC as soon as reasonably practicable and, in the case of an amendment or supplement to the extent required by applicable Law, Form S-4 Registration Statement or disseminated to the shareholders Company Stockholders in the case of each an amendment or supplement to the Information Statement. No filing of any amendment or supplement to the Form S-4 Registration Statement will be made by Acquirer, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. (b) Acquirer covenants and agrees that the Form S-4 Registration Statement will not 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 made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information supplied by or on behalf of the Company and or any of the AcquirorSubsidiaries to Acquirer for inclusion in the Form S-4 Registration Statement (including the Financial Statements) will not 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 such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Acquirer makes no covenant, representation or warranty with respect to statements made in the Form S-4 Registration Statement based on information provided by the Company or any of the Subsidiaries or any of their Representatives for inclusion therein. The parties acknowledge Company and agree that its legal counsel shall be given reasonable opportunity to review and comment on the foregoing arrangements may be altered by Form S-4 Registration Statement, including all amendments and supplements thereto, prior to the Acquiror as Acquiror deems necessary to respond filing thereof with the SEC, and on the response to any comments on the SEC prior to the filing thereof with the SEC. If Acquirer or requests from the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Form S-4 Registration Statement, then such party, as the case may be, shall promptly inform the other party and shall cooperate with such other party in filing such amendment or supplement with the SEC. (bc) Prior The parties shall reasonably cooperate with each other and provide, and cause their respective Representatives to the Effective Timeprovide, the Acquiror shall use commercially reasonable efforts to make other party and its Representatives, with all true, correct and complete information, regarding such party or any of its subsidiaries that is required filings with state regulatory authorities and Nasdaq and to cause the Acquiror Common Stock and Acquiror Warrants by Law to be issued included in the Merger Form S-4 Registration Statement or reasonably requested by Acquirer to be included in connection with the exercise of any Acquiror Warrant Form S-4 Registration Statement. The Company will deliver to qualify under Acquirer, as promptly as practicable following the securities or “blue sky” Law of every jurisdiction of Agreement Date, the United States in which any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice Company’s audited, consolidated financial statements as of and to vote on for the Merger year period ending December 31, 2020 (other than qualifying to do business in a State in which it is not now qualifiedincluding balance sheet, statement of operations, statement of stockholders’ equity (deficit), statement of cash flows and footnotes). (d) Each of Acquirer and the Company shall furnish all information concerning the Company, its Subsidiaries and agree that upon any delivery by Acquirer of a Cash Increase Notice to the Company Shareholders that results in there being no shares of Acquirer Common Stock that would become issuable as part of the Acquiror may request Merger Consideration hereunder, the agreements and obligations of the parties set forth in connection with any such actionthis Section 5.15 shall become null and void and have no further effect.