Common use of SEC Matters Clause in Contracts

SEC Matters. (a) As promptly as practicable after the date hereof, Parent and the Company shall prepare and file the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, the Schedule 13E-3 with the SEC. Parent and the Company shall use their reasonable best efforts to cause the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, the Schedule 13E-3 to be cleared by the SEC and the Registration Statement to become effective under the 1933 Act as soon after each such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors of the Company (including the Transactions Committee) in favor of adoption of this Agreement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Schedule 13E-3, the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement, the Proxy Statement and the Schedule 13E-3 comply in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, as the case may be. (b) The Company and Parent shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Schedule 13E-3, the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Schedule 13E-3, the Registration Statement or the Proxy Statement so that 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 hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.

SEC Matters. (a) As promptly as practicable after following the date hereofof this Agreement, Parent and (i) the Company and Parent shall jointly prepare a proxy statement relating to the Company Shareholder Meeting which shall include a prospectus with respect to the shares of Parent Common Stock to be issued to shareholders of the Company in the First-Step Merger (together with all amendments and supplements thereto, the “Proxy Statement/Prospectus”) in preliminary form, and (ii) Parent shall prepare and file with the SEC a Registration Statement on Form S-4 that shall include the Proxy Statement/Prospectus (together with all amendments and supplements thereto, the “Registration Statement (in which Statement”) relating to the Proxy Statement will be included) and, if applicable, registration of the Schedule 13E-3 with the SEC. shares of Parent and the Company shall use their reasonable best efforts to cause the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, the Schedule 13E-3 Common Stock to be cleared by issued to the SEC and the Registration Statement to become effective under the 1933 Act as soon after each such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors shareholders of the Company (including pursuant to the Transactions Committee) in favor of adoption of this AgreementParent Stock Issuance. The Proxy Statement/Prospectus and Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Securities Exchange Act and other Applicable Law. (b) Each of the Company and Parent shall use its reasonable best efforts to cause have the Proxy Statement/Prospectus cleared by the SEC as promptly as practicable, and Parent shall use its reasonable best efforts to have the Registration Statement to be mailed to its stockholders declared effective under the Securities Act as promptly as practicable after its filing and keep the Registration Statement becomes effectiveeffective for so long as necessary to consummate the Transactions (including issuances of Parent Common Stock). Each of the Company and Parent shall shall, as promptly as practicable after the receipt thereof, provide copies, consult the other Party with each other copies of any written comments and prepare written responses advise Parent of any oral comments with respect to any written comments the Proxy Statement/Prospectus and the Registration Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement/Prospectus and Registration Statement, and shall provide the other Party with copies of all material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement or mailing the Proxy Statement/Prospectus or responding to any comments of the SEC with respect thereto, each of Parent and the Company shall provide the other Party and its counsel a reasonable opportunity to review such document or response (including the Schedule 13E-3proposed final version of such document or response) and consider in good faith the comments of the other Party in connection with any such document or response. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the Proxy Statement and SEC, or any member of the staff thereof, in respect of the Registration Statement or the Proxy Statement/Prospectus unless it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, and advise one another the issuance of any oral comments received from stop order relating thereto or the SECsuspension of the qualification of shares of Parent Common Stock for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall use its reasonable best efforts to ensure that take any other action required to be taken by it under the Securities Act, the Securities Exchange Act, the CGCL and the rules of Nasdaq in connection with the filing and distribution of the Proxy Statement/Prospectus and the Registration Statement, and the solicitation of proxies from the shareholders of the Company thereunder. Subject to Section 6.3, the Proxy Statement Statement/Prospectus shall include the Company Board Recommendation. (c) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and the Schedule 13E-3 comply in to do or cause to be done all material respects with things, necessary, proper or advisable under Applicable Laws and the rules and regulations promulgated by policies of Nasdaq and the SEC under to enable the 1933 Act and listing of the 1934 Act, as Parent Common Stock being registered pursuant to the case may be. (b) The Company and Registration Statement on Nasdaq no later than the Effective Time. Parent shall make also use its reasonable best efforts to obtain all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state securities Law or “blue sky” laws permits and approvals required to carry out the rules and regulations thereunder. Transactions (provided, that in no event shall Parent be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process). (d) Each of the Company and Parent will advise shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, promptly after it receives Filing, notice thereof, or application made by or on behalf of the time when the Registration Statement has become effective Company, Parent or any supplement of their respective Subsidiaries, to the SEC or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable Nasdaq in connection with the Merger for offering or sale in any jurisdictionTransactions, or any request by the SEC for amendment of the Schedule 13E-3, the Proxy Statement or including the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationProxy Statement/Prospectus. IfIn addition, each of the Company and Parent shall use its reasonable best efforts to provide information concerning it necessary to enable the Company and Parent to prepare required pro forma financial statements and related footnotes in connection with the preparation of the Registration Statement and/or the Proxy Statement/Prospectus. (e) If at any time prior to the Effective Timereceipt of the Company Shareholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Schedule 13E-3, either of the Registration Statement or the Proxy Statement Statement/Prospectus, so that either 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 hereto Party that discovers such information shall promptly notify the other parties Party hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by lawunder Applicable Law, disseminated to the stockholders shareholders of the Company.

SEC Matters. (a) As promptly as practicable after the date hereof, Parent and the Company shall prepare and file the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, and the Schedule 13E-3 with the SEC. Parent and the Company shall use their reasonable best efforts to cause the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, the Schedule 13E-3 to be cleared by the SEC and the Registration Statement to become effective under the 1933 Act as soon after each such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors of the Company (including the Transactions Special Committee) in favor of adoption of this Agreement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Schedule 13E-3, the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement, the Proxy Statement and the Schedule 13E-3 comply in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, as the case may be. (b) The Company and Parent shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of the Company and Parent will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Schedule 13E-3, the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Schedule 13E-3, the Registration Statement or the Proxy Statement so that 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 hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.

SEC Matters. (a) As promptly as practicable after following the date hereofof this Agreement, Parent and (i) the Company and Parent shall jointly prepare a proxy statement relating to the Company Shareholder Meeting which shall include a prospectus with respect to the shares of Parent Common Stock to be issued to shareholders of the Company in the First-Step Merger (together with all amendments and supplements thereto, the “Proxy Statement/Prospectus”) in preliminary form, and (ii) Parent shall prepare and file with the SEC a Registration Statement on Form S-4 that shall include the Proxy Statement/Prospectus (together with all amendments and supplements thereto, the “Registration Statement (in which Statement”) relating to the Proxy Statement will be included) and, if applicable, registration of the Schedule 13E-3 with the SEC. shares of Parent and the Company shall use their reasonable best efforts to cause the Proxy Statement, the Registration Statement (in which the Proxy Statement will be included) and, if applicable, the Schedule 13E-3 Common Stock to be cleared by issued to the SEC and the Registration Statement to become effective under the 1933 Act as soon after each such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors shareholders of the Company (including pursuant to the Transactions Committee) in favor of adoption of this AgreementParent Stock Issuance. The Proxy Statement/Prospectus and Registration Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Securities Exchange Act and other Applicable Law. (b) Each of the Company and Parent shall use its reasonable best efforts to cause have the Proxy Statement/Prospectus cleared by the SEC as promptly as practicable, and Parent shall use its reasonable best efforts to have the Registration Statement to be mailed to its stockholders declared effective under the Securities Act as promptly as practicable after its filing and keep the Registration Statement becomes effectiveeffective for so long as necessary to consummate the Transactions (including issuances of Parent Common Stock). Each of the Company and Parent shall shall, as promptly as practicable after the receipt thereof, provide copies, consult the other Party with each other copies of any written comments and prepare written responses advise Parent of any oral comments with respect to any written comments the Proxy Statement/Prospectus and the Registration Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement/Prospectus and Registration Statement, and shall provide the other Party with copies of all material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement or mailing the Proxy Statement/Prospectus or responding to any comments of the SEC with respect thereto, each of Parent and the Company shall provide the other Party and its counsel a reasonable opportunity to review such document or response (including the Schedule 13E-3proposed final version of such document or response) and consider in good faith the comments of the other Party in connection with any such document or response. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the Proxy Statement and SEC, or any member of the staff thereof, in respect of the Registration Statement or the Proxy Statement/Prospectus unless it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, and advise one another the issuance of any oral comments received from stop order relating thereto or the SECsuspension of the qualification of shares of Parent Common Stock for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall use its reasonable best efforts to ensure that take any other action required to be taken by it under the Securities Act, the Securities Exchange Act, the CGCL and the rules of Nasdaq in connection with the filing and distribution of the Proxy Statement/Prospectus and the Registration Statement, and the solicitation of proxies from the shareholders of the Company thereunder. Subject to Section 6.3, the Proxy Statement Statement/Prospectus shall include the Company Board Recommendation. (c) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and the Schedule 13E-3 comply in to do or cause to be done all material respects with things, necessary, proper or advisable under Applicable Laws and the rules and regulations promulgated by policies of Nasdaq and the SEC under to enable the 1933 Act and listing of the 1934 Act, as Parent Common Stock being registered pursuant to the case may be. (b) The Company and Registration Statement on Nasdaq no later than the Effective Time. Parent shall make also use its reasonable best efforts to obtain all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state securities Law or “blue sky” laws permits and approvals required to carry out the rules and regulations thereunder. Transactions (provided, that in no event shall Parent be required to qualify to do business in any jurisdiction in which it is not now so qualified or file a general consent to service of process). (d) Each of the Company and Parent will advise shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, promptly after it receives Filing, notice thereof, or application made by or on behalf of the time when Company, Parent or any of their respective Subsidiaries, to the SEC or Nasdaq in connection 76 with the Transactions, including the Registration Statement has become effective or any supplement or amendment has been filedand the Proxy Statement/Prospectus. In addition, the issuance of any stop order, the suspension each of the qualification of Company and Parent shall use its reasonable best efforts to provide information concerning it necessary to enable the Company and Parent Stock issuable to prepare required pro forma financial statements and related footnotes in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Schedule 13E-3, the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by and/or the SEC for additional information. If, Proxy Statement/Prospectus. (e) If at any time prior to the Effective Timereceipt of the Company Shareholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Schedule 13E-3, either of the Registration Statement or the Proxy Statement Statement/Prospectus, so that either 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 hereto Party that discovers such information shall promptly notify the other parties Party hereto and an appropriate amendment or supplement describing such information shall promptly be promptly prepared and filed with the SEC and, to the extent required by lawunder Applicable Law, disseminated to the stockholders shareholders of the Company.