Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Proxy Statement/Prospectus; Blue Sky Laws. As promptly as practicable and no later than twenty (20) business days after the date hereof, Parent and the Company shall prepare, and Parent shall file with the SEC, the Registration Statement, in which the Proxy Statement/Prospectus will be included as part thereof. Parent and the Company shall use all commercially reasonable best efforts to have such Registration Statement declared effective under the Securities Act as promptly as practicable after filing. The Proxy Statement/Prospectus will, when prepared pursuant to this Section 5.2 and mailed to the Company’s stockholders, comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The Proxy Statement/Prospectus shall be reviewed and approved by Parent and Parent’s counsel prior to the mailing of such Proxy Statement/Prospectus to the Company’s stockholders. Parent shall also take any action required to be taken under any applicable provincial or state securities laws (including “Blue Sky” laws) in connection with the issuance of the Parent Common Stock in the Merger; provided, however, that neither Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of Parent Common Stock or the Assumed Company Options.

Preparation of Registration Statement. Proxy Statement/Prospectus; Blue Sky Laws. As promptly as practicable and no later than twenty (20) 20 business days after the date hereof, Parent and the Company shall prepare, and Parent shall file with the SEC, the Registration Statement, in which the Proxy Statement/Prospectus will be included as part thereof. Parent and the Company shall each use all commercially its reasonable best efforts to have such Registration Statement declared effective under the Securities Act as promptly as practicable after filing. The Proxy Statement/Prospectus will, when prepared pursuant to this Section 5.2 and mailed to the Company’s 's stockholders, comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The Proxy Statement/Prospectus shall be reviewed include the declaration of the Company Board of the advisability of the Merger and approved by Parent and Parent’s counsel prior to the mailing of such Proxy Statement/Prospectus to its recommendation that the Company’s stockholders's stockholders approve the Merger. Parent shall also take any action required to be taken under any applicable provincial or state securities laws (including “"Blue Sky” " laws) in connection with the issuance of the Parent Common Stock in the MergerMerger if the Election is not made; provided, however, that neither -------- ------- Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of Parent Common Stock or the Assumed Company Parent Options.

Preparation of Registration Statement. Joint Proxy Statement/Prospectus; Blue Sky Laws. As promptly as practicable and no later than twenty (20) 20 business days after the date hereof, Parent and the Company shall prepare, and Parent shall file with the SEC, the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as part thereof. Parent and the Company shall use all commercially reasonable best efforts to have such Registration Statement declared effective under the Securities Act as promptly as practicable after filing. The Joint Proxy Statement/Prospectus will, when prepared pursuant to this Section 5.2 and mailed to the Company’s stockholders's shareholders, comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act. The Joint Proxy Statement/Prospectus shall be reviewed and approved by Parent and Parent’s 's counsel prior to the mailing of such Joint Proxy Statement/Prospectus to the Company’s stockholders's shareholders. Parent shall also take any action required to be taken under any applicable provincial or state securities laws (including “"Blue Sky” " laws) in connection with the issuance of the Parent Common Stock in the Merger; provided, however, that neither Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of Parent Common Stock or the Assumed Company Parent Options.