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

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent and the Company shall respond to any comments of the SEC and shall use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent and the Company 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 6.3(b) 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 6.3(b). Each of the Parent and the Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b), the Parent or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable practical after the execution of this Agreement, Acquiror and the Parent, in cooperation with the Company, Company shall jointly prepare and file with the SEC the Registration Statement, in which shall include the Joint Proxy Statement/Prospectus Prospectus, and Acquiror shall be included as a prospectusfile the Registration Statement with the SEC. Each of the Parent and the Company Acquiror shall respond to any comments of the SEC and shall use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filing and Acquiror and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders their respective securityholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent and the The Company 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 6.3(b) 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 handcooperate with, 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 6.3(b). Each of the Parent and the Company shall use its commercially all reasonable efforts to cause all documents that it is responsible for assist, Acquiror in its efforts to have the Registration Statement declared effective under the Securities Act as promptly as practical after the filing therewith with the SEC or other regulatory authorities under this Section 6.3 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderSEC. Whenever any event occurs which with respect to Acquiror or the Company that 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 6.3(b7.4(b), the Parent Acquiror or the Company, as the case may be, shall promptly inform the other such party of such occurrence and cooperate in filing or assisting in filing with the SEC or its staff or any other Governmental Authority or government officials, and/or or mailing or assisting in preparing and mailing to stockholders securityholders of Acquiror and the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with the Company, Parties shall prepare and shall file with the SEC the Proxy Statement, and the Parties shall prepare and the Company shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus, provided that the Parties may mutually delay the filing of the Proxy Statement until approval of the Registration Statement by the SEC. Each of Party shall use reasonable efforts to cause the Parent and the Company shall Registration Statement to become effective as soon after such filing as practicable. Each Party will respond to any comments of the SEC and shall will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filings and each Party will cause the Proxy Statement and the Company shall cause prospectus contained within the Joint Proxy Statement/Prospectus Registration Statement to be mailed to its respective stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Parent and the Company shall Party will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials Governmental Entity and of any request by the SEC or its staff or any other government officials Governmental Entity for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus Statement or any filing pursuant to Section 6.3(b) 6.4 or for additional information and shall will supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsGovernmental Entity, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.3(b)6.4. Each of the Parent and the Company shall use its commercially reasonable efforts to Party will cause all documents that it is responsible for filing with the SEC or other regulatory authorities Governmental Entity under this Section 6.3 6.1 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 6.3(b)6.4, the Parent or the Company, as the case may be, shall each Party will promptly inform the other Other Party of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsGovernmental Entity, and/or mailing to stockholders of the CompanyParties, such amendment or supplement. Neither Party shall file with, or submit to, the SEC the Proxy Statement, the Registration Statement or any amendment or supplement to either thereof, or any supplemental material, without obtaining the prior written consent of the other Party to such filing or submission, which consent shall not be unreasonably withheld or delayed.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with the Company, Parent and Company shall jointly prepare and shall file with the SEC a document or documents that will constitute (i) the Registration Statement, in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus shall be included as a prospectusProspectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of Parent and Company shall provide promptly to the other said 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 Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of the Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Company shall will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest and shareholders, as promptly as practicable time after the Registration Statement is declared effective date of the S-4. As promptly as practicable after the date of the Agreement, each of Company and Parent will prepare and file any filings required to be filed by it under the Exchange Act, the Securities Act, or other federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and Parent and the Company shall will 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 StatementS-4, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.3(b) Other Filing, or for any additional information and shall will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.3(b)Other Filing. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 5.1(a) 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 S-4 or any filing pursuant to Section 6.3(b)Other Filing, the Company or Parent or the Company, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of Company, and stockholders of the CompanyParent, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the ParentBuyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent Buyer and the Company shall respond to any comments of the SEC and shall use its respective all commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders their respective shareholders or stockholders, as the case may be, at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent Buyer and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent Buyer and the Company shall use its all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent Buyer or the Company, 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 government officials, and/or mailing to stockholders shareholders of the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with Buyer and the Company, Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent Buyer and the Company shall respond to any comments of the SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent Buyer and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent Buyer and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the ParentGT will prepare, in with cooperation with of the Company, shall and file with the SEC, the Proxy Statement and GT will prepare and file with the SEC the Registration Statement, Statement in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus. Each of the Parent Company and the Company shall GT will respond to any comments of the SEC and shall SEC, will use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filing and the Company shall will cause the Joint Proxy Statement/Prospectus Statement to be mailed to its stockholders respective shareholders at the earliest practicable time time. As promptly as practicable after the Registration Statement is declared effective date of this Agreement, the Company and GT will prepare and file any other filings required under the Exchange Act, the Securities ActAct or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Parent Company and the Company shall GT will 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 Statement or any filing pursuant to Section 6.3(b) Other Filing or for additional information and shall will 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 6.3(b)Other Filing. Each of The Proxy Statement, the Parent Registration Statement and the Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 to Other Filings will 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 6.3(b)Other Filing, the Parent Company or the CompanyGT, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyCompany and GT, such amendment or supplement. The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the approval of the Merger, subject to Section 4.2(b) and the last sentence of Section 5.2 and Section 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, the ParentCompany and Parent will prepare, in cooperation and file with the CompanySEC, shall the Joint Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of the Parent and the Company shall provide promptly to the other 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 amendments or supplements thereto, and to 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 Company and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Company shall and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Company and Parent and the Company shall will 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, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.3(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.3(b)Merger. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.01 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.3(b), the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing connection with the SEC or its staff or any other government officials, and/or mailing to stockholders issuance of Parent Common Stock in the Company, such amendment or supplementMerger.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the ParentXxxxxx and Galileo shall cooperate to and promptly prepare, in cooperation with the Company, shall prepare and cause New Parent to file with the SEC SEC, the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of the Xxxxxx and Galileo shall jointly prepare responses by New Parent and the Company shall respond to any comments of the SEC and New Parent, Xxxxxx and Galileo shall each use its respective commercially their reasonable efforts best efforts, and Xxxxxx and Galileo shall each cooperate with New Parent, to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Company Xxxxxx and Galileo shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders their respective shareholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent Xxxxxx and the Company Galileo 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 6.3(b6.2(b) or for additional information and shall as promptly as practicable following receipt 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 transactions contemplated by this Agreement or any filing pursuant to Section 6.3(b6.2(b). Each of the Parent Xxxxxx and the Company Galileo shall use its commercially reasonable best efforts to cause all documents that it or New Parent is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event or change 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 6.3(b6.2(b), the Parent Xxxxxx or the CompanyGalileo, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing (or causing New Parent to file) with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders shareholders of the CompanyXxxxxx and Galileo, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the ParentBuyer and the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent Buyer and the Company shall respond to any comments of the SEC and 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, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders at the earliest -39- 47 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. Each of the Parent Buyer and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent Buyer and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent Buyer or the Company, 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 government officials, and/or mailing to stockholders of the Company, of such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the ParentCompany and Parent will prepare a Joint Proxy Statement/Prospectus (the "Proxy Statement"), in cooperation with the Company, shall and Parent will prepare and file with the SEC Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement, ") in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus. Each of the Parent and the Company shall will respond to any comments of the SEC SEC; the Company will cooperate with Parent in responding to any such comments; each of the Company and shall Parent will use its respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "1933 Act"), as promptly as practicable after such filingsits filing, and the Company shall and Parent will cause the Joint Proxy Statement/Prospectus Statement to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and Parent will prepare and file any other filings required to be filed by it under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "1934 Act"), the 1933 Act or any other federal, foreign or blue sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and Parent and the Company shall will 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 Statement or any filing pursuant to Section 6.3(b) Other Filing or for additional information and shall will 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 6.3(b)Other Filing. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 1.4(a) 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 6.3(b)Other Filing, the Parent Company or the CompanyParent, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyCompany and stockholders of Parent, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after Parent and the execution of this Agreement, the Parent, in cooperation with the Company, Company shall each use their reasonable best efforts to jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration StatementStatement within twenty (20) Business Days following the Execution Date. Each of Parent and The Company shall provide as promptly as practicable to the other such information concerning its business affairs and Financial Statements as, in which 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 amendments or supplements thereto, shall be included as a prospectuscause its counsel to cooperate with the other Party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of the Parent and the Company shall respond to any comments of the SEC and shall use its respective commercially their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other Party in good faith) on any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent and the Company 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 this Section 6.3(b6.6(a) or for additional information and shall supply the other with copies of all correspondence between such party Party or any of its representativesRepresentatives, 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 6.3(b6.6(b). Each of the Parent and the Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.6(a) to comply as to form and substance as to such Party 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 6.3(b), the Parent or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplementLaws.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after Parent and the execution of this Agreement, the Parent, in cooperation with the Company, Company shall each use their reasonable best efforts to jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration StatementStatement within fifteen (15) Business Days following the Execution Date. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in which 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 amendments or supplements thereto, shall be included as a prospectuscause its counsel to cooperate with the other Party's counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party's auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of the Parent and the Company shall respond to any comments of the SEC and shall use its respective commercially their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other Party in good faith) on any amendment or supplement on the Joint Proxy Statement/Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement 49 is declared effective under the Securities Act. Each of the Parent and the Company 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 this Section 6.3(b) 6.5 or for additional information and shall supply the other with copies of all correspondence between such party Party or any of its representativesRepresentatives, 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 6.3(b6.5(b). Each of the Parent and the Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.5 to comply as to form and substance as to such Party 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 6.3(b), the Parent or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplementLaws.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, the ParentCompany and Parent will prepare, in cooperation and file with the CompanySEC, shall the Joint Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of the Parent and the Company shall provide promptly to the other 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 amendments or supplements thereto, and to 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 Company and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Company shall and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Company and Parent and the Company shall will 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, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.3(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.3(b)Merger. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.01 to comply in all material respects ------------ with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.3(b), the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing connection with the SEC or its staff or any other government officials, and/or mailing to stockholders issuance of Parent Common Stock in the Company, such amendment or supplementMerger.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the ParentBuyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent Buyer and the Company shall respond to any comments of the SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent Buyer and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent Buyer and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent Buyer or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with the Company, VMARK shall prepare and file with the SEC the Registration Statement, in which (with appropriate requests for confidential treatment) a preliminary form of the Joint Proxy Statement/Prospectus shall be included as a prospectusand other proxy materials related thereto. Each Following clearance of the Parent Joint Proxy Statement Prospectus by the SEC, VMARK shall prepare and file with the Company shall respond to any comments SEC a registration statement on Form S-4, containing the prospectus which is a part of the SEC and shall use its respective commercially reasonable efforts to have Joint Proxy Statement/Prospectus, in connection with the Registration Statement declared effective registration under the Securities Act as promptly as practicable after such filings, of the shares of VMARK Common Stock to be issued in the Merger (the "Registration Statement"). UNIDATA and the Company VMARK shall cause the Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of UNIDATA and VMARK shall use reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable, and shall take all actions required under any applicable federal or state securities laws in connection with the issuance of shares of VMARK Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of UNIDATA and VMARK agrees to use all reasonable efforts, after consulting with the other party, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment and I-31 40 supplement thereto). Each of UNIDATA and VMARK shall, and shall cause it respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus shall include the determination and recommendation of the Board of Directors of UNIDATA and VMARK that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger; provided, however, that the Board of Directors of UNIDATA or VMARK may withdraw, modify or change such respective recommendation if either such Board of Directors determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be mailed deemed to its stockholders at cause the earliest members of such Board of Directors to breach their fiduciary duties under applicable law. As promptly as practicable time after the Registration Statement is declared effective under shall have become effective, UNIDATA and VMARK shall cause the Securities ActProxy Statement to be mailed to their respective stockholders. Each of the Parent Thereafter, UNIDATA and the Company VMARK shall each notify the other as promptly as practicable upon the receipt becoming aware of any comments from the SEC event or its staff circumstance which should be described in an amendment of, 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 Statementa supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and UNIDATA and VMARK shall each notify the other as promptly as practicable after the receipt by it of any filing pursuant to Section 6.3(b) written or oral comments of the SEC on, or of any written or oral request by the SEC for additional information amendments or supplements to, the Proxy Statement or the Registration Statement, and shall promptly supply the other with copies of all correspondence between such party it or any of its representatives, on the one hand, representatives and the SEC, or its staff or any other government officials, on the other hand, SEC with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.3(b). Each of the Parent and the Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this foregoing filings. Section 6.3 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 6.3(b), the Parent or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplement5.02.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the Parent, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent and the Company shall respond to any comments of the SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Parent and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Parent and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent or the Company, 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 government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, the ParentCompany and Parent will prepare a Joint Proxy Statement/Prospectus (the "Proxy Statement"), in cooperation with the Company, shall and Parent will prepare and file with the SEC Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement, ") in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus. Each of the Parent and the Company shall will respond to any comments of the SEC SEC; the Company will cooperate with Parent in responding to any such comments; each of the Company and shall Parent will use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), as promptly as practicable after such filingsits filing, and the Company shall and Parent will cause the Joint Proxy Statement/Prospectus Statement to be mailed to its stockholders their respective shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and Parent will prepare and file any other filings required to be filed by it under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), the Securities Act or any other federal, foreign or blue sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Company and Parent and the Company shall will 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 Statement or any filing pursuant to Section 6.3(b) Other Filing or for additional information and shall will 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 6.3(b)Other Filing. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 1.5(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder, including (i) the Exchange Act, (ii) the Securities Act, and (iii) the requirements of the Israeli Companies Law. 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 6.3(b)Other Filing, the Parent Company or the CompanyParent, as the case may be, shall will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyCompany and shareholders of Parent, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as reasonably practicable after the execution of this Agreement, the ParentCompany and Parent will prepare, in cooperation and file with the CompanySEC, shall the Joint Proxy Statement/Prospectus, and Parent will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of the Parent and the Company shall provide promptly to the other 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 amendments or supplements thereto, and to 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 Company and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Company shall and Parent will cause the Joint Proxy Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Company and Parent and the Company shall will 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, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.3(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.3(b)Merger. Each of the Company and Parent and the Company shall use its commercially reasonable efforts to will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 6.01 to comply ------------ in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.3(b), the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing connection with the SEC or its staff or any other government officials, and/or mailing to stockholders issuance of Parent Common Stock in the Company, such amendment or supplementMerger.

Joint Proxy Statement/Prospectus; Registration Statement. (ia) As promptly as practicable after the execution of this Agreement, the ParentBuyer and the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Parent Buyer and the Company shall respond to any comments of the SEC and 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, and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to its 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. Each of the Parent Buyer and the Company 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 6.3(b6.2(b) 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 6.3(b6.2(b). Each of the Parent Buyer and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.3 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 6.3(b6.2(b), the Parent Buyer or the Company, 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 government officials, and/or mailing to stockholders of the Company, of such amendment or supplement.