Common use of SEC Registration Clause in Contracts

SEC Registration. (a) PCI shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), 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 and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.

SEC Registration. (a) PCI shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included 78 70 in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations 79 71 thereunder and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.

SEC Registration. (a) PCI ONB shall use its reasonable best efforts to, file with the SEC as soon as practicable after the execution of this Agreement a Registration Statement on an appropriate form under the 1933 Act covering the shares of ONB common stock to be issued pursuant to this Agreement and shall use its reasonable best efforts to cause each Subsidiary tothe same to become effective and thereafter, furnish until the Effective Time or termination of this Agreement, to Nextel such information about PCI keep the same effective and, if necessary, amend and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with supplement the SEC a same. Such Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or and supplements thereto, thereto are referred to in this Agreement as the "Registration Statement"). PCI The Registration Statement shall include a proxy statement-prospectus reasonably acceptable to ONB and Heritage, prepared for use its reasonable best efforts so that in connection with the PCI Information (meeting of shareholders of Heritage referred to in Section 6.01 hereof, all in accordance with the rules and regulations of the SEC. ONB shall, as defined below) included in soon as practicable after filing the Registration Statement, make all filings required to obtain all Blue Sky exemptions, authorizations, consents or approvals required for the issuance of ONB common stock. In advance of filing the Registration Statement and all other filings described in Section 7.01 hereof, ONB shall not, at the time provide Heritage and its counsel with a copy of the Registration Statement is declared effectiveand each such other filing and provide an opportunity to comment thereon. (b) Any materials or information provided by ONB in any filing with any state or federal regulatory agency or authority shall not contain any untrue or misleading statement of material fact or shall omit to state a material fact necessary to make the statements contained therein, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time in light of the meeting circumstances in which they are made, not false or misleading. (c) All filings by ONB with the SEC and with all other federal and state regulatory agencies shall be true, accurate and complete in all material respects as of the stockholders dates of PCI to approve the Mergerfilings, and no such filings shall contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein, or omit any a material fact necessary in order to make the statements therein statements, at the time and in light of the circumstances under which they were made, not false or misleading. If at any time . (d) ONB will use reasonable best efforts to list for trading on the Nasdaq National Market System (subject to official notice of issuance) prior to the Effective Time any event or circumstance should come to Time, the attention shares of PCI with respect to the PCI Information which is required ONB common stock to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement issued in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), 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 and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI InformationMerger. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.

SEC Registration. (a) PCI Chadmoore shall use its commercially reasonable best efforts to, and shall use its commercially reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common StockChadmoore's common stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI Chadmoore shall use its commercially reasonable best efforts so that the PCI Chadmoore Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCIChadmoore's stockholdersshareholders, or at the time of the meeting of the stockholders shareholders of PCI Chadmoore to approve the MergerReorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time Closing Date any event or circumstance should come to the attention of PCI Chadmoore with respect to the PCI Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCIChadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Chadmoore Information"), 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 and the Exchange Act and the rules and regulations thereunder; except that PCI Chadmoore shall have no liability or obligation for any information other than the PCI Chadmoore Information. (b) PCI Chadmoore shall instruct its accountants to deliver and shall use its commercially reasonable best efforts to cause its accountants, KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI Chadmoore and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.

SEC Registration. (a) PCI ONB shall use its reasonable best efforts to, file with the SEC as soon as practicable after the execution of this Agreement a Registration Statement on an appropriate form under the 1933 Act covering the shares of ONB common stock to be issued pursuant to this Agreement and shall use its reasonable best efforts to cause each Subsidiary tothe same to become effective and thereafter, furnish until the Effective Time or termination of this Agreement, to Nextel such information about PCI keep the same effective and, if necessary, amend and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with supplement the SEC a same. Such Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or and supplements thereto, thereto are referred to in this Agreement as the "Registration Statement"). PCI The Registration Statement shall include a proxy statement-prospectus reasonably acceptable to ONB and Permanent, prepared for use its reasonable best efforts so that in connection with the PCI Information (meeting of stockholders of Permanent referred to in Section 6.01 hereof, all in accordance with the rules and regulations of the SEC. ONB shall, as defined below) included in soon as practicable after filing the Registration Statement, make all filings required to obtain all Blue Sky exemptions, authorizations, consents or approvals required for the issuance of ONB common stock. In advance of filing the Registration Statement and all other filings described in Section 7.01 hereof, ONB shall not, at the time provide Permanent and its counsel with a copy of the Registration Statement is declared effectiveand each such other filing and provide a reasonable opportunity to comment thereon. (b) Any materials or information provided by ONB in any filing with any state or federal regulatory agency or authority shall not contain any untrue or misleading statement of material fact or shall omit to state a material fact necessary to make the statements contained therein, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time in light of the meeting circumstances in which they are made, not false or misleading. (c) All filings by ONB with the SEC and with all other federal and state regulatory agencies shall be true, accurate and complete in all material respects as of the stockholders dates of PCI to approve the Mergerfilings, and no such filings shall contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein, or omit any a material fact necessary in order to make the statements therein statements, at the time and in light of the circumstances under which they were made, not false or misleading. If at any time . (d) ONB will use reasonable best efforts to list for trading on the Nasdaq National Market System (subject to official notice of issuance) prior to the Effective Time any event or circumstance should come to Time, the attention shares of PCI with respect to the PCI Information which is required ONB common stock to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement issued in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), 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 and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI InformationMergers. (b) PCI shall instruct its accountants to deliver and shall use its reasonable best efforts to cause its accountants, KPMG Peat Marwick LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.

SEC Registration. (a) PCI Chadmoore shall use its commercially reasonable best efforts to, and shall use its commercially reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common StockChadmoore's common stock, in each case together with any amendments or supplements thereto, the "Registration StatementREGISTRATION STATEMENT"). PCI Chadmoore shall use its commercially reasonable best efforts so that the PCI Chadmoore Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCIChadmoore's stockholdersshareholders, or at the time of the meeting of the stockholders shareholders of PCI Chadmoore to approve the MergerReorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time Closing Date any event or circumstance should come to the attention of PCI Chadmoore with respect to the PCI Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCIChadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI InformationCHADMOORE INFORMATION"), 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 and the Exchange Act and the rules and regulations thereunder; except that PCI Chadmoore shall have no liability or obligation for any information other than the PCI Chadmoore Information. (b) PCI Chadmoore shall instruct its accountants to deliver and shall use its commercially reasonable best efforts to cause its accountants, KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP, to deliver to Nextel letters dated at the time the Registration Statement becomes effective and as of the Closing, addressed to Nextel, each containing such matters as are customarily contained in auditors' letters regarding information about PCI Chadmoore and its Subsidiaries expressly for inclusion in the Registration Statement, and in a form and substance reasonably satisfactory to Nextel.