Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, Parkxx xxx Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parkxx Xxxckholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Parkxx xxx a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "Joint Proxy Statement/Prospectus"). Each of Parkxx xxx Superior shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of Parkxx xxx Superior will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of Parkxx Xxxmon Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, Parkxx xxx Superior the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parkxx XxxckholdersParent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Superior Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon At such time as practicable after the date hereofParent and the Company deem appropriate, Parkxx xxxll the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement proxy statement for stockholders of Parkxx xxx the Parent and a proxy statement/prospectus for stockholders of Superior the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Parent Common Stock to be issued pursuant to this Agreement upon consummation of in the Merger to stockholders of Superior the Company (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of Parkxx xxx Superior the Parent Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of Parkxx xxx Superior the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of shares of Parkxx Xxxmon Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior Parent shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, Parkxx xxx Superior the parties shall jointly prepare and file with the Commission a joint proxy the registration statement and forms of proxies in connection with (i) the solicitation of proxies on form S-4 to be voted at filed with the Parkxx Xxxckholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) Commission in connection with the solicitation issuance of proxies to be voted at the Superior Stockholders' Meeting with respect to this Agreement and shares of AEP common stock in the Merger (such the "Registration Statement") and the joint proxy statement, statement relating to the meetings of AEP's and the Company's stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Parkxx xxx a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the Regulations thereunder. Each of Parkxx xxx Superior the AEP Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actionsthe preparation and filing of the Joint Proxy Statement/Prospectus. Each of Parkxx xxx Superior the AEP Companies and the Company will use all commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal Federal or state securities laws Laws in connection with the issuance of shares of Parkxx Xxxmon AEP Common Stock in the MergerMerger (other than qualifying to do business in any jurisdiction in which they are currently not so qualified). As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior AEP shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Stockholders' Meeting.AEP I-28

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, Parkxx xxx Superior the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parkxx XxxckholdersParent Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Superior Company Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon At such time as practicable after the date hereofParent and the Company deem appropriate, Parkxx xxxll the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any AGREEMENT AND PLAN OF MERGER amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement proxy statement for stockholders of Parkxx xxx the Parent and a proxy statement/prospectus for stockholders of Superior the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Parent Common Stock to be issued pursuant to this Agreement upon consummation of in the Merger to stockholders of Superior the Company (the "Joint Proxy Statement/Prospectus"). The Joint Proxy Statement/Prospectus shall include substantially all the information included in the Joint Proxy Statement, as it shall be then amended. Each of Parkxx xxx Superior the Parent Companies and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of Parkxx xxx Superior the Parent Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of shares of Parkxx Xxxmon Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior Parent shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Parent's Stockholders' Meeting and (y) the Company shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Company Stockholders' Meeting.

Joint Proxy Statement/Prospectus. FORM S-4. As promptly as practicable after the execution of this Agreementhereof, Parkxx xxx Superior SCGI and USRealty shall jointly prepare and file with the Commission a joint SEC proxy statement and forms of proxies in connection with materials which shall constitute the Joint Proxy Statement/Prospectus relating to (i) the solicitation SCGI Stockholders Meeting and the vote of proxies to be voted at the Parkxx Xxxckholders' Meeting stockholders of SCGI with respect to the Charter Amendment and the SCGI Share Issuance pursuant hereto, and (ii) in connection with the solicitation USRealty Stockholders Meeting and the vote of proxies to be voted at the Superior Stockholders' Meeting USRealty Stockholders with respect to this Agreement and the Merger Plan of Liquidation (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 (such registration statementmaterials, together with any amendments thereof or supplements thereto, being in the form delivered to the stockholders of USRealty and SCGI, the "Registration StatementJOINT PROXY STATEMENT/PROSPECTUS"), containing ) and SCGI shall prepare and file a Joint Proxy Statement for stockholders of Parkxx xxx a proxy statement/prospectus for stockholders of Superior in connection registration statement on Form S-4 with respect to the registration under the Securities Act issuance and distribution of the offering, sale Purchase Price Shares pursuant hereto and delivery the Plan of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior Liquidation (the "FORM S-4"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as SCGI's prospectus. Each of SCGI and USRealty shall use reasonable best efforts (i) to have the Form S-4 declared effective by the SEC as promptly as practicable after filing with the SEC and to keep the Form S-4 effective as long as it is necessary to consummate the transactions contemplated by this Agreement (including the Plan of Liquidation), and (ii) to have the Joint Proxy Statement/Prospectus cleared by the CSSF. SCGI and USRealty shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC or the CSSF and shall notify the other of any request by the SEC for amendments or supplements to the Form S-4 or the Joint Proxy Statement/Prospectus"). Each SCGI and USRealty shall respond promptly to any comments made by the SEC, the CSSF or any other governmental official with respect to the Joint Proxy Statement/Prospectus or the Form S-4. SCGI and USRealty shall each supply the other with copies of Parkxx xxx Superior shall furnish all information concerning it correspondence between such party or any of its representatives and the holders SEC, the CSSF or any other Governmental Authority with respect to the Form S-4, the Joint Proxy Statement/Prospectus and the transactions contemplated hereby. SCGI shall provide USRealty with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC or the CSSF. SCGI and USRealty shall, to the extent reasonably practicable, each have the opportunity to participate in all communications with the SEC and its capital stock as staff and the CSSF, including meetings and telephone conferences regarding the Form S-4 and the Joint Proxy Statement/Prospectus and the transactions contemplated therein. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other may reasonably request in connection with such actionsparty or its business, financial condition or results of operations. Each of Parkxx xxx Superior USRealty will use all reasonable best efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of Parkxx Xxxmon Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to its be mailed to USRealty stockholders entitled of record as of the record date for the USRealty Stockholders Meeting (by registered mail, if an available method), and SCGI will use reasonable best efforts to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior shall mail cause the Joint Proxy Statement/Prospectus to its be mailed to SCGI's stockholders of record as of the record date for the SCGI Stockholders Meeting, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act, and sufficiently in advance of the USRealty Stockholders Meeting and SCGI Stockholders Meeting so as to allow USRealty's and SCGI's record stockholders reasonably sufficient time to distribute the Joint Proxy Statement/Prospectus to the beneficial holders of the USRealty and SCGI securities entitled to notice of and to vote at the Superior StockholdersUSRealty Stockholders Meeting and the SCGI Stockholders Meeting, respectively. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Purchase Price Shares issuable in connection with the Equity Purchase and the Plan of Liquidation for offering or sale in any jurisdiction, or any request by the SEC or the CSSF for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Closing Date any information should be discovered by USRealty or SCGI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and the CSSF and disseminated to the stockholders of SCGI and USRealty. SCGI will also take such actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under the applicable "blue sky" laws in connection with the issuance and distribution of the Purchase Price Shares pursuant hereto and to the Plan of Liquidation. SCGI and USRealty shall share equally all fees and expenses, other than attorneys' Meetingand accounting fees and expenses, incurred in relation to the preparation, printing and mailing of the Form S-4 and the Joint Proxy Statement/Prospectus.

Joint Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after the execution of this Agreement, Parkxx xxx Superior SPAC, the Acquisition Entities and the Company shall jointly prepare prepare, and PubCo shall file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parkxx Xxxckholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statementSEC, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll prepare and file with the Commission a registration statement on Form S-4 F-4 (such registration statementas amended or supplemented from time to time, together with any amendments thereof or supplements theretoand including the Proxy Statement, being the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Parkxx xxx a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "“Joint Proxy Statement/Prospectus"). Each ”) relating to the SPAC Shareholders’ Meeting (1) to approve and adopt: (A) the Business Combination, this Agreement, the Plan of Parkxx xxx Superior shall furnish all information concerning it Initial Merger, and the holders of its capital stock other Transaction Documents, the Mergers and the other Transactions; (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Joint Proxy Statement/Prospectus or correspondence related thereto; (C) any other may proposals as reasonably request agreed by SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby; and (D) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such actionsproposals in (A) through (D), collectively, the “Transaction Proposals”) and (2) to register under the Securities Act the PubCo Ordinary Shares that constitute the Shareholder Merger Consideration payable to the SPAC Shareholders and the Company Shareholders. Each of Parkxx xxx Superior will SPAC, the Acquisition Entities and the Company each shall use all their commercially reasonable efforts to have or (1) cause the Registration Statement Joint Proxy Statement/Prospectus when filed with the SEC to become comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Joint Proxy Statement/Prospectus, (3) cause the Joint Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as practicable, and (4) keep the Joint Proxy Statement/Prospectus effective as long as is necessary to consummate the Transactions. The Company hereby agrees to cover all of the SEC registration fees solely in connection with the filing of the Joint Proxy Statement/Prospectus with the SEC. Prior to the date on which the Joint Proxy Statement/Prospectus is declared effective, the Company, SPAC and PubCo shall take all or any action required to be taken under any applicable federal or state securities laws Laws in connection with the issuance of shares PubCo Ordinary Shares and the PubCo Warrants pursuant to this Agreement. Each of Parkxx Xxxmon Stock the Company, SPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company and SPAC shall furnish all information concerning the Company and its Subsidiaries (in the Mergercase of the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after the Registration Statement shall have become Joint Proxy Statement/Prospectus is declared effective, SPAC shall mail (xor cause to be mailed) Parkxx xxxll mail the Joint Proxy Statement/Prospectus to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other Parties all information concerning itself, its stockholders entitled to notice of Subsidiaries, officers, directors, managers, shareholders, and to vote at the Parkxx Xxxckholders' Meeting other equityholders and (y) Superior shall mail information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Joint Proxy Statement/Prospectus Prospectus, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to its stockholders entitled to notice of and to vote at any regulatory authority (including the Superior Stockholders' MeetingStock Exchange) in connection with the Transactions.

Joint Proxy Statement/Prospectus. As promptly as practicable after the execution of this Agreement, Parkxx xxx Xxxxxx and Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at the Parkxx XxxckholdersXxxxxx Stockholders' Meeting with respect to the Charter Amendment and the Share Issuance and (ii) in connection with the solicitation of proxies to be voted at the Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll Xxxxxx shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Parkxx xxx Xxxxxx and a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Xxxxxx Common Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "Joint Proxy Statement/Prospectus"). Each of Parkxx xxx Xxxxxx and Superior shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each of Parkxx xxx Xxxxxx and Superior will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of Parkxx Xxxmon Xxxxxx Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Parkxx xxxll Xxxxxx shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx XxxckholdersXxxxxx Stockholders' Meeting and (y) Superior shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Stockholders' Meeting.

Joint Proxy Statement/Prospectus. As promptly as reasonably practicable after the execution date of this Agreement, Parkxx xxx Superior the Company and Parent shall jointly prepare and file with the Commission SEC a joint proxy statement and forms of proxies in connection with (i) the solicitation of proxies to be voted at sent to the Parkxx Xxxckholders' Meeting stockholders of the Company and Parent with respect to the Charter Amendment Company Stockholders’ Meeting and the Share Issuance and Parent Stockholders’ Meeting (ii) in connection with the solicitation of proxies to be voted at the Superior Stockholders' Meeting with respect to this Agreement and the Merger (such joint proxy statement, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "“Joint Proxy Statement"). As soon as practicable after the date hereof, Parkxx xxxll ”) and Parent shall prepare and file cause to be filed with the Commission a registration statement on SEC the Form S-4 (such registration statementS-4, together with any amendments thereof or supplements thereto, being in which the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Parkxx xxx will be included as a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Parkxx Xxxmon Stock to be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "“Joint Proxy Statement/Prospectus"”). Each , (ii) the Parent will respond, as promptly as reasonably practicable, to any comments received from the SEC with respect to such filing and will provide copies of Parkxx xxx Superior shall furnish all information concerning it such comments to the Company promptly upon receipt and copies of proposed responses to the holders of its capital stock Company a reasonable time prior to filing to allow meaningful comment, (iii) as promptly as reasonably practicable, the other may reasonably request Parent will prepare and file (after the Company has had a reasonable opportunity to review and comment on) any amendments or supplements to the Form S-4 necessary to be filed in connection with such actions. Each of Parkxx xxx Superior response to any SEC comments or as required by Law, (iv) the Company and Parent will use all their respective commercially reasonable efforts to have or cause the Registration Statement Form S-4 declared effective under the Securities Act and thereafter mail to become effective their stockholders, as promptly as reasonably practicable, the Joint Proxy Statement/Prospectus and all other customary proxy or other materials for meetings such as the Company Stockholders’ Meeting, (v) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the Company stockholders and the Parent stockholders any supplement or amendment to the Joint Proxy Statement/Prospectus if any event shall take occur which requires such action at any action required time prior to be taken under any the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting, and (vi) otherwise use commercially reasonable efforts to comply with all requirements of Law applicable federal to the Company Stockholders’ Meeting or state securities laws the Parent Stockholders’ Meeting and the Merger. Each of the parties hereto shall cooperate with the other parties in connection with the issuance preparation of shares of Parkxx Xxxmon Stock the Form S-4 and the Joint Proxy Statement/Prospectus, including promptly furnishing Parent or the Company upon request with any and all information as may be required to be set forth in the MergerForm S-4 and the Joint Proxy Statement/Prospectus under applicable Law. As promptly as practicable after Parent will provide the Registration Statement shall have become effectiveCompany a reasonable opportunity to review and comment upon the Form S-4 or any amendments or supplements thereto, (x) Parkxx xxxll mail prior to mailing the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Parkxx Xxxckholders' Meeting and (y) Superior shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Superior Stockholders' Meetingstockholders.