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

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Finisar and Optium shall prepare and file with the SEC the Joint Proxy Statement, and Finisar shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Finisar and Optium shall use 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 to comply in all material respects with all applicable legal requirements. None of the Registration Statement, the Joint Proxy Statement or any amendment or supplement thereto will be filed or disseminated to the stockholders of Optium without the approval of both Finisar and Optium. (b) Each of Finisar and Optium will cause the Joint Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time, any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement or the Registration Statement so that such document does not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein not misleading, Finisar or Optium, as applicable, will as promptly as reasonably practicable inform the other of such occurrence, and Finisar and Optium will cooperate in filing such amendment or supplement with the SEC, use commercially reasonable efforts to cause such amendment to become effective as promptly as practicable and, if required, mail such amendment or supplement to their respective stockholders. (c) Each of Finisar and Optium shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Finisar shall advise Optium, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Finisar Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement. (d) Prior to the Registration Statement being declared effective under the Securities Act by the SEC, each of Finisar, Optium and Sub shall execute and deliver to ▇▇▇▇▇▇▇ Procter LLP and DLA Piper US LLP a tax representation letter in customary form. Following the delivery of the tax representation letters pursuant to the preceding sentence, each of Finisar and Sub shall use its reasonable best efforts to cause DLA Piper US LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and Optium shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ Procter LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 6.3(d). (e) Each of Finisar and Optium shall make all necessary filings with respect to the Merger under the Securities Act and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution date hereof, GenVec and Diacrin shall cooperate in the preparation of this Agreement, Finisar and Optium shall prepare and file with the SEC the Joint Proxy Statement, /Prospectus to be mailed to the stockholders of Diacrin and Finisar shall prepare and file GenVec in connection with the SEC Merger and the transactions contemplated thereby and to be filed by GenVec as part of the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Finisar GenVec and Optium Diacrin shall promptly respond to any comments of the SEC. Each of GenVec and Diacrin shall use 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 4.2 (a) to comply in all material respects with all applicable legal requirements. None requirements of law and the Registration Statement, the Joint Proxy Statement or any amendment or supplement thereto will be filed or disseminated to the stockholders of Optium without the approval of both Finisar rules and Optium. regulations promulgated thereunder and (b) Each not to contain any untrue statement of Finisar and Optium will cause the Joint Proxy Statement a material fact or omit to state a material fact required to be mailed stated therein or necessary to its stockholders as promptly as reasonably practicable after make the Registration Statement is declared effective by the SECstatements contained therein not misleading. If at any time prior to the Effective Time, Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement Statement/Prospectus, or the Registration Statement so that such document does not include any misstatement of material fact Statement, GenVec or omit to state any material fact necessary to make the statements therein not misleading, Finisar or OptiumDiacrin, as applicablethe case may be, will as shall promptly as reasonably practicable inform the other of such occurrence, occurrence and Finisar and Optium will cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of GenVec and Diacrin, such amendment or supplement with the SEC, use commercially reasonable efforts to cause such amendment to become effective as promptly as practicable and, if required, mail such amendment or supplement to their respective stockholders. (c) Each of Finisar and Optium shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicablesupplement. Finisar shall GenVec will advise OptiumDiacrin, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective under the Securities Actor any supplement or amendment has been filed, of the issuance of any stop order with respect to the Registration Statementorder, of the suspension of the qualification of the Finisar GenVec Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any comments proceeding for any such purpose, or requests for additional information of any request by the SEC with respect to for the Registration Statement. (d) Prior to amendment or supplement of the Registration Statement being or for additional information. GenVec and Diacrin shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act Act. GenVec shall take all actions necessary to register or qualify the shares of GenVec Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. Prior to the Effective Date, GenVec shall, if required by the SECrules of The Nasdaq Stock Market, each file with The Nasdaq Stock Market a Notification Form: Listing of Finisar, Optium and Sub shall execute and deliver to ▇▇▇▇▇▇▇ Procter LLP and DLA Piper US LLP a tax representation letter in customary form. Following the delivery of the tax representation letters pursuant to the preceding sentence, each of Finisar and Sub shall use its reasonable best efforts to cause DLA Piper US LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and Optium shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ Procter LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 6.3(d). (e) Each of Finisar and Optium shall make all necessary filings Additional Shares with respect to the shares of GenVec Common Stock issuable in connection with the Merger under the Securities Act and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunderor upon exercise of Diacrin stock options.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution date hereof, GenVec and Diacrin shall cooperate in the preparation of this Agreement, Finisar and Optium shall prepare and file with the SEC the Joint Proxy Statement, /Prospectus to be mailed to the stockholders of Diacrin and Finisar shall prepare and file GenVec in connection with the SEC Merger and the transactions contemplated thereby and to be filed by GenVec as part of the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Finisar GenVec and Optium Diacrin shall promptly respond to any comments of the SEC. Each of GenVec and Diacrin shall use 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 4.2 (a) to comply in all material respects with all applicable legal requirements. None requirements of law and the Registration Statement, the Joint Proxy Statement or any amendment or supplement thereto will be filed or disseminated to the stockholders of Optium without the approval of both Finisar rules and Optium. regulations promulgated thereunder and (b) Each not to contain any untrue statement of Finisar and Optium will cause the Joint Proxy Statement a material fact or omit to state a material fact required to be mailed stated therein or necessary to its stockholders as promptly as reasonably practicable after make the Registration Statement is declared effective by the SECstatements contained therein not misleading. If at any time prior to the Effective Time, Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement Statement/Prospectus, or the Registration Statement so that such document does not include any misstatement of material fact Statement, GenVec or omit to state any material fact necessary to make the statements therein not misleading, Finisar or OptiumDiacrin, as applicablethe case may be, will as shall promptly as reasonably practicable inform the other of such occurrence, occurrence and Finisar and Optium will cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of GenVec and Diacrin, such amendment or supplement with the SEC, use commercially reasonable efforts to cause such amendment to become effective as promptly as practicable and, if required, mail such amendment or supplement to their respective stockholders. (c) Each of Finisar and Optium shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicablesupplement. Finisar shall GenVec will advise OptiumDiacrin, promptly after it receives notice thereof, of the time when the Registration Statement or any post–effective amendment thereto has become effective under the Securities Actor any supplement or amendment has been filed, of the issuance of any stop order with respect to the Registration Statementorder, of the suspension of the qualification of the Finisar GenVec Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any comments proceeding for any such purpose, or requests for additional information of any request by the SEC with respect to for the Registration Statement. (d) Prior to amendment or supplement of the Registration Statement being or for additional information. GenVec and Diacrin shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act Act. GenVec shall take all actions necessary to register or qualify the shares of GenVec Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. Prior to the Effective Date, GenVec shall, if required by the SECrules of The Nasdaq Stock Market, each file with The Nasdaq Stock Market a Notification Form: Listing of Finisar, Optium and Sub shall execute and deliver to ▇▇▇▇▇▇▇ Procter LLP and DLA Piper US LLP a tax representation letter in customary form. Following the delivery of the tax representation letters pursuant to the preceding sentence, each of Finisar and Sub shall use its reasonable best efforts to cause DLA Piper US LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and Optium shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ Procter LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 6.3(d). (e) Each of Finisar and Optium shall make all necessary filings Additional Shares with respect to the shares of GenVec Common Stock issuable in connection with the Merger under the Securities Act and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunderor upon exercise of Diacrin stock options.