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

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn and Nova shall prepare, and file with the SEC, the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and Saturn, and Saturn will prepare and file with the SEC the Registration Statement. Saturn and Nova shall provide each other with such information concerning it that may be required or appropriate for inclusion in the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements thereto. Each of Saturn and Nova will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn and Nova will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn or Nova, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or Nova, such amendment or supplement. Each of Saturn or Nova shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Common Stock and assumption of the Assumed Nova Options pursuant to the Merger, and Nova shall furnish any information concerning Nova and the holders of Nova Common Stock as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 Mergers and the transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or NovaParent and/or the Company, such amendment or supplement. Each of Saturn or Nova Parent and the Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectusProspect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn Parent and Nova the Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is and the Source Registration Statement (as defined in Section 5.1(b) are declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock in the Company Merger and assumption the conversion of the Assumed Nova Company Options pursuant into options to the Mergeracquire Parent Common Stock, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. Other Filings; ------------------------------------------------------------------ Board Recommendations. As promptly as practicable after the execution of this --------------------- Agreement, Saturn the Company and Nova shall prepare, Parent will prepare and file with the SEC, the Prospectus/Proxy Statement relating to with the necessary approvals of the stockholders of Nova SEC and Saturn, and Saturn Parent will prepare and file with the SEC the Registration Statement. Saturn and Nova shall provide each other with such information concerning it that may be required or appropriate for inclusion Statement in which the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretowill be included as a prospectus. Each of Saturn the Company and Nova Parent will respond to any comments from of the SEC, will use all its respective commercially reasonable efforts to cause have the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and the Company will cause the Prospectus/Proxy Statement to keep be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as long practicable after the date of this Agreement, each of the Company and Parent will prepare and file (i) with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as is necessary required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to consummate by the parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, state or foreign laws relating to the Merger and the transactions contemplated herebyby this Agreement (the "Other Filings"). The Company and Parent each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 5.1. Each of Saturn the Company and Nova Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the filing of, SEC or its staff or any other government officials for amendments or supplements toto the Registration Statement, the Prospectus/Proxy Statement or any Antitrust Filings or Other Filing or for additional information and 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 and/or Statement, the Prospectus/Proxy Statement, the Merger or any Antitrust Filing or Other Filing. Each of the Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 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 Prospectus/Proxy Statement and/or Statement, the Registration StatementStatement or any Antitrust Filing or Other Filing, Saturn the Company or NovaParent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staffstaff or any other government officials, and/or mailing to stockholders of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Common Stock and assumption of the Assumed Nova Options pursuant to the Merger, and Nova shall furnish any information concerning Nova and the holders of Nova Common Stock as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova The Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectusProspect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock in the Merger and assumption the conversion of the Assumed Nova Company Options pursuant into options to the Mergeracquire Parent Common Stock, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn ANI and Nova Occam shall prepare, and file with the SEC, the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and Saturn, and Saturn will jointly prepare and file with the SEC the Registration Statement. Saturn and Nova shall provide each other with such information concerning it that may be required or appropriate for inclusion in the Prospectus/Proxy Statement and the Registration Statement, or Statement in any amendments or supplements theretowhich the Prospectus/Proxy Statement will be included as a prospectus and cause both the Prospectus/Proxy Statement and the Registration Statement to be filed with the SEC. Each of Saturn ANI and Nova Occam shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC. Occam will promptly provide ANI with any information which may be required in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 5.1. ANI will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and (with the reasonable assistance of Occam with respect to all matters relating to Occam) and, subject to Article VII, to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Saturn and Nova ANI will notify the other Occam promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or Statement, the Registration Statement, Saturn ANI or NovaOccam, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staffSEC, and/or mailing to stockholders of Saturn or Nova, such amendment or supplement. Each of Saturn or Nova ANI shall cooperate and provide the other (and its counsel) Occam with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectusProspect/Proxy Statement prior to filing such with the SEC, . ANI and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova Occam will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders and shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Common Stock and assumption of the Assumed Nova Options pursuant to the Merger, and Nova shall furnish any information concerning Nova and the holders of Nova Common Stock as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, Saturn Company and Nova Parent shall prepare, prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn will Parent shall prepare and file with the SEC the Registration Statement, in which the Prospectus/Proxy Statement will be included as a prospectus. Saturn Each of Company and Nova Parent shall promptly provide each to the other with all such information concerning it that as reasonably may be required or appropriate for inclusion in the Registration Statement and/or the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other party's counsel and auditors in the preparation of the Registration Statement and the Prospectus/Proxy Statement. Each of Saturn Company and Nova will Parent shall respond to any comments from of the SEC, will SEC and shall use all its respective commercially reasonable efforts to cause have the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn and Nova will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn or Nova, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or Nova, such amendment or supplement. Each of Saturn or Nova shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SECfiling, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova will Company shall cause the Prospectus/Proxy Statement to be mailed to its respective stockholders Company's shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn As promptly as practicable after the date of this Agreement, each of Company and Parent shall also use all commercially reasonable efforts to take prepare and file any action other filings required to be taken filed by it under the Exchange Act or any applicable state securities other Federal, foreign or related laws relating to the Merger and the transactions contemplated by this Agreement (the "OTHER FILINGS"). Each of Company and Parent shall notify the other promptly upon the receipt of any comments or other communication 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 Prospectus/Proxy Statement, or any Other Filing, 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 Prospectus/Proxy Statement, the Merger or any Other Filing. Company may include in connection with the issuance of Saturn Common Stock Prospectus/Proxy Statement separate proposals submitting to its shareholders for approval: (i) the Articles Amendment (as defined in Section 5.14), and assumption (ii) the modification of the Assumed Nova terms of all outstanding Company Stock Options pursuant held by Company directors to provide (A) that such Company Stock Options shall become fully vested and exercisable upon a change of control of Company, including consummation of the Merger, and Nova (B) that each such Company Stock Option shall furnish any information concerning Nova remain exercisable following the Effective Time for the balance of its ten year term irrespective of the director's termination of service with Company (the "OPTION PROPOSAL"); provided that obtaining such approval of the Articles Amendment and the holders Option Proposal shall not be a condition precedent to the obligation of Nova Common Stock as may be reasonably requested in connection with any such action.the Parties to effect the

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders members of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova The Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and ProspectusProspect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders members at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock and assumption of the Assumed Nova Options pursuant to in the Merger, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova Common Stock the Units as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as reasonably practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova party shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock in the Merger and assumption the conversion of the Assumed Nova Company Options pursuant into options to the Mergeracquire Parent Common Stock, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as reasonably practicable after the execution of this Agreement, Saturn Buyer and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Buyer will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Buyer and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 6.2. Each of Saturn Buyer and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Saturn Buyer and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Buyer or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova party shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Buyer shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Buyer Common Stock in the Merger and assumption the conversion of the Assumed Nova Company Stock Options pursuant into options to the Mergeracquire Buyer Common Stock, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova the Company Common Stock and the Company Stock Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Levcor and Nova shall prepare, Carlyle will prepare and file with the SEC, the SEC a Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and Saturn, and Saturn Levcor will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Levcor and Nova shall Carlyle will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Levcor and Nova Carlyle will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn Levcor and Nova Carlyle will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or or the Registration Statement, Saturn or NovaLevcor and Carlyle, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or NovaLevcor and/or Carlyle, such amendment or supplement. Each of Saturn or Nova Levcor and Carlyle shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn Levcor and Nova Carlyle will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Levcor shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn the Surviving Corporation Capital Stock in the Merger and the conversion of Carlyle Options into options to acquire the Surviving Corporation Common Stock and assumption of the Assumed Nova Options pursuant to the MergerStock, and Nova Carlyle shall furnish any information concerning Nova Carlyle and the holders of Nova Common Carlyle Capital Stock and Carlyle Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders members of Saturn or Novathe Company, such amendment or supplement. Each of Saturn or Nova The Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova The Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders members at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock and assumption of the Assumed Nova Options pursuant to in the Merger, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova Common Stock the Shares as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn Parent and Nova shall prepare, the Company will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn Parent will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn Parent and Nova shall the Company will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn Parent and Nova the Company will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn Parent and Nova the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or the Registration Statement, Saturn Parent or Novathe Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or NovaParent and/or the Company, such amendment or supplement. Each of Saturn or Nova Parent and the Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn Parent and Nova the Company will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn Parent shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Parent Common Stock and assumption of the Assumed Nova Options pursuant to the MergerMerger and the conversion of the Company Options into options to acquire Parent Common Stock, and Nova the Company shall furnish any information concerning Nova the Company and the holders of Nova the Company Common Stock and the Company Options as may be reasonably requested in connection with any such action.

Prospectus/Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Saturn HP and Nova shall prepare, Compaq will prepare and file with the SEC, SEC the Prospectus/Proxy Statement relating to the necessary approvals of the stockholders of Nova and SaturnStatement, and Saturn HP will prepare and file with the SEC the Registration StatementStatement in which the Prospectus/Proxy Statement is to be included as a prospectus. Saturn HP and Nova shall Compaq will provide each other with such any information concerning it that which may be required or appropriate for inclusion in order to effectuate the preparation and filing of the Prospectus/Proxy Statement and the Registration Statement, or in any amendments or supplements theretoStatement pursuant to this Section 5.1. Each of Saturn HP and Nova Compaq will respond to any comments from the SEC, will use all commercially reasonable efforts to cause the Registration Statement to be 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 transactions contemplated hereby. Each of Saturn HP and Nova Compaq will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement and/or Statement, the Registration Statement, Saturn HP or NovaCompaq, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Saturn or NovaHP and/or Compaq, such amendment or supplement. Each of Saturn or Nova shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of Saturn and Nova will cause the Prospectus/Proxy Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Saturn shall also use all commercially reasonable efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Saturn Common Stock and assumption of the Assumed Nova Options pursuant to the Merger, and Nova shall furnish any information concerning Nova and the holders of Nova Common Stock as may be reasonably requested in connection with any such action.or