Common use of Preparation of the Registration Statement and the Joint Proxy Statement Clause in Contracts

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare, and Parent shall file with the SEC, the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate in the preparation and filing of the Registration Statement and Joint Proxy Statement. Each of Parent and the Company shall use its commercially reasonable efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other the opportunity to review and comment thereon. Each of Parent and the Company shall use commercially reasonable efforts to cause to be delivered to the other a “comfort letter” of its independent auditors, dated the date that is two (2) Business Days prior to the date on which the Registration Statement becomes effective. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable as the Per Share Merger Consideration in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement, 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 parties and Parent and the Company shall cooperate as appropriate to prepare and promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of the Company. As promptly as practicable after the Registration Statement shall have become effective, the Company shall distribute the Joint Proxy Statement to its stockholders.

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable following after the date of this AgreementAgreement (and within thirty (30) days if reasonably possible), Parent and the Company shall prepare, and Parent shall promptly prepare and file with the SEC, SEC the Joint Proxy Statement and Parent shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate in promptly respond to any comments from the preparation SEC and filing of the Registration Statement and Joint Proxy Statement. Each of Parent and the Company shall use its commercially reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other the opportunity to review and comment thereonfiling. Each of Parent and the Company shall use commercially reasonable efforts to cause to be delivered to will notify the other a “comfort letter” promptly upon the receipt of any comments from the SEC or its independent auditorsstaff in connection with the filing of, dated the date that is two (2) Business Days prior to the date on which or amendments or supplements to, the Registration Statement becomes effectiveand/or the Joint Proxy Statement. Whenever any event occurs which, in the good faith judgment of Parent or the Company, as applicablethe case may be, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable as the Per Share Merger Consideration in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior is required to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Joint Proxy Statement or the Joint Proxy Registration Statement, so that any Parent or the Company, as the case may be, will promptly inform the other 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, occurrence and cooperate in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and Parent and the Company shall cooperate as appropriate to prepare and promptly file filing with the SEC an appropriate and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement describing such information supplement. Parent shall be promptly filed provide the Company (and its counsel) with the SEC, after the other party has had a reasonable opportunity to review and comment thereonon the Registration Statement and the Joint Proxy Statement, andand any amendment or supplement thereto, prior to filing such with the extent required by applicable LawSEC, disseminated and will provide the Company with a copy of such filings made with the SEC. The Company will reasonably cooperate with Parent with respect to the respective stockholders of the Companysuch filings. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall distribute the Joint Proxy Statement to its respective stockholders. Parent shall also take any actions reasonably required to be taken under applicable state securities laws in connection with the Share Issuance.

Preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable following the date of this Agreement, Parent and the The Company shall prepare, and Parent shall file with promptly prepare the SEC, Joint Proxy Statement and Parent shall promptly prepare the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of included, and Parent and the Company shall cooperate in the preparation and filing of promptly thereafter file the Registration Statement and Joint Proxy Statement. Each of Parent and the Company shall use its commercially reasonable best efforts to cause its financial advisor to reconfirm and reissue, as of the Registration Statement and date of mailing of the Joint Proxy Statement Statement, the Parent Fairness Opinion and the Company Fairness Opinion, respectively, for inclusion and reference in the Joint Proxy Statement; provided, however, that in no event shall the reconfirmation and reissuance of either the Parent Fairness Opinion or the Company Fairness Opinion be a condition precedent to comply with the rules obligations set forth in Section 5.1 above or a condition precedent to the mailing of the Joint Proxy Statement. Further, in no event shall the reconfirmation or reissuance, at whatever date, of the Parent Fairness Opinion or the Company Fairness Opinion, as the case may be, constitute a condition precedent to Closing. Each of Parent and regulations promulgated by the SEC, Company shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. No filing of, or amendment or supplement to, the Registration Statement or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the other the opportunity to review and comment thereon. Each of Parent and the Company shall use commercially reasonable efforts to cause to be delivered to the other a “comfort letter” of its independent auditors, dated the date that is two (2) Business Days prior to the date on which the Registration Statement becomes effective. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable as the Per Share Merger Consideration in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement, 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 parties and Parent and the Company shall cooperate as appropriate to prepare and promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of the Companyfiling. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall distribute mail the Joint Proxy Statement to its stockholders.shareholders. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. No amendment or supplement to the Joint Proxy Statement or the A-26