Common use of Joint Proxy Statement/Prospectus and Registration Statement Clause in Contracts

Joint Proxy Statement/Prospectus and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Larscom and Verilink shall jointly prepare and file with the SEC a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement/Prospectus") to be sent to the stockholders of Larscom and Verilink in connection with the Larscom Meeting and Verilink Meeting, respectively, and Verilink shall prepare and file with the SEC a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, to register under the Securities Act the issuance of shares of Verilink Common Stock in connection with the Merger (together with all amendments thereto, the "Registration Statement"). Each of Verilink and Larscom shall provide promptly to the other party such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/ Prospectus and the Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Larscom and Verilink shall respond to any comments of the SEC and shall use its respective commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and Larscom and Verilink shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date sets for the Larscom Meeting and the Verilink Meeting. Each of Larscom and Verilink shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(c) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(c). Each of Larscom and Verilink shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), Larscom or Verilink, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of Larscom and Verilink, such amendment or supplement. (b) Each of Verilink and Larscom agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus will, at the time of first mailing to the Verilink stockholders or Larscom stockholders or at the time of the Verilink Meeting or Larscom Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) any filing pursuant to Rule 165 and 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each a "Regulation M-A Filing"), when taken together with the Joint Proxy Statement/Prospectus, will, at the time of filing with the SEC or, if applicable, at the time first mailed or otherwise communicated to Verilink or Larscom stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Verilink with respect to statements made or incorporated by reference therein about Larscom or supplied by Larscom for inclusion or incorporation by reference in the Registration Statement, Joint Prospectus/Proxy Statement or Regulation M-A Filing and no representation or warranty is made by Larscom with respect to statements made or incorporated by reference therein about Verilink that are supplied by the Verilink for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement/ Prospectus or any Regulation M-A Filing. (c) Larscom and Verilink shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable Blue Sky Laws, the applicable laws of any other jurisdiction and the rules and regulations thereunder; provided, however, that neither Verilink, Larscom nor the Surviving Corporation shall be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Joint Proxy Statement/Prospectus and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, VINA and Larscom and Verilink shall jointly prepare and file with the SEC a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") to be sent to the stockholders of VINA and Larscom and Verilink in connection with the Larscom VINA Meeting and Verilink Larscom Meeting, respectively, and Verilink Larscom shall prepare and file with the SEC a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, to register under the Securities Act the issuance of shares of Verilink Larscom Common Stock in connection with the Merger (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT"). Each of Verilink Larscom and Larscom VINA shall provide promptly to the other party such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/ Statement/Prospectus and the Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of VINA and Larscom and Verilink shall respond to any comments of the SEC and shall use its respective commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and VINA and Larscom and Verilink shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date sets for the Larscom VINA Meeting and the Verilink Larscom Meeting. Each of VINA and Larscom and Verilink shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(c) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(c). Each of VINA and Larscom and Verilink shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), Larscom VINA or VerilinkLarscom, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of Larscom VINA and VerilinkLarscom, such amendment or supplement. (b) Each of Verilink Larscom and Larscom VINA agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus will, at the time of first mailing to the Verilink Larscom stockholders or Larscom VINA stockholders or at the time of the Verilink Larscom Meeting or Larscom VINA Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) any filing pursuant to Rule 165 and 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each a "Regulation REGULATION M-A FilingFILING"), when taken together with the Joint Proxy Statement/Prospectus, will, at the time of filing with the SEC or, if applicable, at the time first mailed or otherwise communicated to Verilink Larscom or Larscom VINA stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Verilink Larscom with respect to statements made or incorporated by reference therein about Larscom VINA or supplied by Larscom VINA for inclusion or incorporation by reference in the Registration Statement, Joint Prospectus/Proxy Statement or Regulation M-A Filing and no representation or warranty is made by Larscom VINA with respect to statements made or incorporated by reference therein about Verilink Larscom that are supplied by the Verilink Larscom for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement/ Statement/Prospectus or any Regulation M-A Filing. (c) VINA and Larscom and Verilink shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable Blue Sky Laws, the applicable laws of any other jurisdiction and the rules and regulations thereunder; provided, however, that neither VerilinkLarscom, Larscom VINA nor the Surviving Corporation shall be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Joint Proxy Statement/Prospectus and Registration Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, Larscom Point and Verilink shall jointly prepare and file with the SEC a joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement/Prospectus") to be sent to the stockholders of Larscom and Verilink in connection with the Larscom Meeting and Verilink Meeting, respectively, and Verilink DARA shall prepare and file with the SEC a registration statement on Form S-4 the Joint Proxy Statement/Prospectus, and Point shall prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus will be included as a Point’s prospectus, to register under the Securities Act the issuance of shares of Verilink Common Stock in connection with the Merger (together with all amendments thereto, the "Registration Statement"). Each of Verilink Point and Larscom shall provide promptly to the other party such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/ Prospectus and the Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Larscom and Verilink shall respond to any comments of the SEC and DARA shall use its respective commercially reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing. Each of DARA and Larscom and Verilink Point shall use its best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest as promptly as practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act; provided. Point also shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Point Common Stock in the Merger, howeverand Point shall furnish all information concerning Point and the holders of Point Common Stock as may be reasonably requested in connection with any such action. No filing of, that or amendment or supplement to, the parties shall consult and cooperate with each other in determining the appropriate time for mailing Registration Statement or the Joint Proxy Statement/Statement/ Prospectus in light (including, without limitation, any periodic report to be filed under Section 13 of the date sets for the Larscom Meeting and the Verilink Meeting. Each of Larscom and Verilink shall notify Exchange Act which will be incorporated therein by reference) will be made by either DARA or Point without the other party’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other party the opportunity to review and comment thereon. Point shall advise DARA, promptly upon after it receives notice thereof, of the receipt time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any comments from stop order, the SEC suspension of the qualification of Point Common Stock issuable in connection with the Merger for offering or its staff sale in any jurisdiction, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, amendment of the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(c) the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and information. Point shall supply advise DARA, promptly after it receives notice thereof, of any request by the other with copies SEC for amendment of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/ProspectusProspectus 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 Point or DARA, the Merger or any filing pursuant to Section 6.2(c). Each of Larscom and Verilink shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC their respective Affiliates, officers or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs directors, should be discovered by Point or DARA which is required to should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus, the Registration Statement or so that any filing pursuant to Section 6.2(b), Larscom or Verilink, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or documents would not include any other Governmental Entity or government officials, and/or mailing to stockholders of Larscom and Verilink, such amendment or supplement. (b) Each of Verilink and Larscom agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus will, at the time of first mailing to the Verilink stockholders or Larscom stockholders or at the time of the Verilink Meeting or Larscom Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Point and DARA. (iiib) any filing pursuant to Rule 165 and 425 Point shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act or Rule 14a-12 under Act, duly call, give notice of, convene and hold a meeting of its stockholders (the Exchange Act (each a "Regulation M-A Filing")“Point Stockholders Meeting”) in accordance with Delaware Law and its certificate of incorporation and bylaws for the purpose of obtaining the Point Stockholder Approval and shall, when taken together with through its Board of Directors, recommend to its stockholders the Joint Proxy Statement/ProspectusReverse Stock Split, will, at the time Name Change and the issuance of filing with the SEC or, if applicable, at the time first mailed or otherwise communicated to Verilink or Larscom stockholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, Point Common Stock in the light Merger pursuant to this Agreement. Unless the Board of Directors of Point has withdrawn its recommendation of this Agreement in compliance herewith, Point shall use reasonable efforts to solicit from stockholders of Point proxies in favor of the circumstances under which they are made, not misleading. Notwithstanding issuance of the foregoing, no representation or warranty is made by Verilink with respect to statements made or incorporated by reference therein about Larscom or supplied by Larscom for inclusion or incorporation by reference Point Common Stock in the Registration StatementMerger pursuant to this Agreement, Joint Prospectus/Proxy Statement the Reverse Stock Split and the Name Change and to secure the vote or Regulation M-A Filing consent of stockholders required by Delaware Law and no representation or warranty is made by Larscom with respect its certificate of incorporation and bylaws to statements made or incorporated by reference therein about Verilink that are supplied by approve the Verilink for inclusion or incorporation by reference issuance of the Point Common Stock in the Registration StatementMerger pursuant to this Agreement, the Joint Proxy Statement/ Prospectus or any Regulation M-A FilingReverse Stock Split and the Name Change. (c) Larscom and Verilink shall DARA shall, as promptly make all necessary filings with respect to as practicable after the Merger Registration Statement is declared effective under the Securities Act, the Exchange Act, applicable Blue Sky Laws, the applicable laws of any other jurisdiction and the rules and regulations thereunder; provided, however, that neither Verilink, Larscom nor the Surviving Corporation shall be required (i) duly call, give notice of, convene and hold a meeting of its stockholders (the “DARA Stockholders Meeting”) in accordance with Delaware Law and its certificate of incorporation and bylaws for the purpose of obtaining the DARA Stockholder Approval and shall, through its Board of Directors, recommend to qualify its stockholders, and use reasonable efforts to do business as a foreign corporation solicit from its stockholders proxies in any jurisdiction in which it is not now qualified or favor of, the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby, and (ii) seek the necessary consent of the holders of DARA Series A Preferred Stock and DARA Series B Preferred Stock to file a general consent the conversion of the DARA Series A Preferred Stock and the DARA Series B Preferred Stock to service of process in any jurisdictionDARA Common Stock immediately prior to the Effective Time. (d) Unless otherwise mutually agreed upon by the parties, the respective record dates and meeting dates for the Point Stockholder Meeting and for the DARA Stockholder Meeting shall be the same.