Common use of Prospectus/Proxy Statement Clause in Contracts

Prospectus/Proxy Statement. VERITAS will mail to its stockholders -------------------------- in a timely manner, for the purpose of considering and voting upon the Merger and the Seagate Transaction at the VERITAS Stockholders Meeting, the Prospectus/Proxy Statement in the Form S-4. VERITAS and Newco will prepare and file the Prospectus/Proxy Statement with the SEC as promptly as practicable, and each will use its respective best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS and Newco will advise STI and SSI promptly as to the time at which the Form S-4 becomes effective and of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS and Newco will advise STI and SSI promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled pursuant to Rule 424(b) of the SEC) (the "PROSPECTUS") which shall not have been previously submitted to STI and SSI in reasonable time prior to the proposed filing thereof or to which STI or SSI shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS or Newco (or, to VERITAS' or Newco's knowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITAS) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS at the time the Prospectus/Proxy Statement is mailed or at the time of the meeting of VERITAS stockholders to vote on the Merger and the Seagate Transaction or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effective, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Stockholder Meeting. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS or Newco occurs as a result of which the Prospectus/Proxy Statement would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Act, VERITAS and Newco will promptly notify STI and SSI and will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Proxy Statement, as it relates to VERITAS and Newco, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Prospectus/Proxy Statement. VERITAS SCO will mail to its stockholders -------------------------- in a timely manner, for the purpose of considering and voting upon the Merger and the Seagate SCO Transaction at the VERITAS SCO Stockholders Meeting, the Prospectus/Proxy Statement in the Form S-4Statement. VERITAS SCO, Caldera and Newco will prepare and file the Prospectus/Proxy Statement with the SEC as promptly as practicable, and each will use its respective best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS SCO, Caldera and Newco will advise STI and SSI each other promptly as to the time at which the Form S-4 becomes effective and of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS SCO will advise Caldera and Newco will advise STI and SSI promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled filed pursuant to Rule 424(b) of the SEC) (the "PROSPECTUSProspectus") which shall not have been previously submitted to STI and SSI Caldera in reasonable time prior to the proposed filing thereof or to which STI or SSI Caldera shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS or Newco SCO (or, to VERITAS' or NewcoSCO's knowledgeKnowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITASSCO) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS at the time the Prospectus/Proxy Statement is mailed or mailed, at the time of the meeting of VERITAS stockholders to vote on the Merger and the Seagate Transaction SCO Stockholders Meeting or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effectiveeffective or at the Effective Time, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Stockholder Meetingcommunication. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS or Newco SCO occurs as a result of which the Prospectus/Proxy Statement or Form S-4 would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Act, VERITAS and Newco SCO will promptly notify STI Caldera and SSI Newco and will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement will be prepared by SCO, Caldera and Newco which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Prospectus/ Proxy Statement, as it relates to VERITAS SCO and Newcoinformation relating to the Group Business, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Prospectus/Proxy Statement. VERITAS Caldera will mail to its -------------------------- stockholders -------------------------- in a timely manner, for the purpose of considering and voting upon the Merger and the Seagate SCO Transaction at the VERITAS Caldera Stockholders Meeting, the Prospectus/Proxy Statement in the Form S-4Statement. VERITAS SCO, Caldera and Newco will prepare and file the Prospectus/Proxy Statement with the SEC as promptly as practicable, and each will use its respective best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS SCO, Caldera and Newco will advise STI and SSI each other promptly as to the time at which the Form S-4 becomes effective and of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS Caldera and Newco will advise STI and SSI SCO promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled pursuant to Rule 424(b) of the SEC) (the "PROSPECTUS") which shall not have been previously submitted to STI and SSI SCO in reasonable time prior to the proposed filing thereof or to which STI or SSI SCO shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS Caldera or Newco (or, to VERITAS' Caldera's or Newco's knowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITASCaldera) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS Caldera at the time the Prospectus/Proxy Statement is mailed or mailed, at the time of the meeting of VERITAS stockholders Caldera Stockholders Meeting to vote on the Merger and the Seagate SCO Transaction or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effective, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Caldera Stockholder Meeting. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS Caldera or Newco occurs as a result of which the Prospectus/Proxy Statement or Form S-4 would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Act, VERITAS Caldera and Newco will promptly notify STI SCO and SSI SCO, Caldera and Newco will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Proxy Statement, as it relates to VERITAS Caldera and Newco, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Prospectus/Proxy Statement. VERITAS SCO will mail to its stockholders in -------------------------- in a timely manner, for the purpose of considering and voting upon the Merger and the Seagate SCO Transaction at the VERITAS SCO Stockholders Meeting, the Prospectus/Proxy Statement in the Form S-4Statement. VERITAS SCO, Caldera and Newco will prepare and file the Prospectus/Proxy Statement with the SEC as promptly as practicable, and each will use its respective best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS SCO, Caldera and Newco will advise STI and SSI each other promptly as to the time at which the Form S-4 becomes effective and of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS SCO will advise Caldera and Newco will advise STI and SSI promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled filed pursuant to Rule 424(b) of the SEC) (the "PROSPECTUSProspectus") which shall not have been previously submitted to STI and SSI Caldera in reasonable time prior to the proposed filing thereof or to which STI or SSI Caldera shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS or Newco SCO (or, to VERITAS' or NewcoSCO's knowledgeKnowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITASSCO) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS at the time the Prospectus/Proxy Statement is mailed or mailed, at the time of the meeting of VERITAS stockholders to vote on the Merger and the Seagate Transaction SCO Stockholders Meeting or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effectiveeffective or at the Effective Time, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Stockholder Meetingcommunication. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS or Newco SCO occurs as a result of which the Prospectus/Proxy Statement or Form S-4 would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Act, VERITAS and Newco SCO will promptly notify STI Caldera and SSI Newco and will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement will be prepared by SCO, Caldera and Newco which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Prospectus/ Proxy Statement, as it relates to VERITAS SCO and Newcoinformation relating to the Group Business, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Prospectus/Proxy Statement. VERITAS (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall cause Holdco to prepare and file with the SEC under the Securities Act, and with all other applicable regulatory bodies, a registration statement on Form S-4 with respect to the shares of Holdco Common Stock into which Parent’s outstanding common stock will mail to its stockholders -------------------------- be converted in a timely mannerconnection with the Parent Merger (the “Registration Statement”), which shall include proxy materials for the purpose of considering and voting upon soliciting proxies from holders of Parent Common Stock to vote, at a meeting of the Merger holders of Parent Common Stock to be called for such purpose (the “Special Meeting”), in favor of (i) the adoption of this Agreement and the Seagate Transaction approval of the Parent Merger (“Parent Stockholder Approval”) and (ii) the approval of the Holdco Plan. Such proxy materials shall be in the form of a proxy statement/prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the VERITAS Stockholders MeetingSpecial Meeting and also for the purpose of issuing Holdco Common Stock as contemplated hereby and permitted by Legal Requirement (the “Proxy Statement/Prospectus”), which Parent shall file with the Prospectus/Proxy SEC under the Exchange Act as a proxy statement on Schedule 14A. The Company shall furnish to Parent all information concerning the Company (and its Subsidiaries and the Members) as Parent may reasonably request in connection with the preparation of the Registration Statement. The Company and its counsel shall be given an opportunity to review and comment on the Registration Statement in prior to its filing with the Form S-4SEC, and Parent shall accept reasonable comments provided by the Company and its counsel. VERITAS Parent, with the assistance of the Company and Newco will prepare its counsel, shall, and file shall cause Holdco to, promptly respond to any SEC comments on the Prospectus/Proxy Registration Statement with and shall otherwise use commercially reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. Parent shall, and each will use its respective best reasonable efforts shall cause Holdco to, also take any and all actions required to cause satisfy the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS and Newco will advise STI and SSI promptly as to the time at which the Form S-4 becomes effective and requirements of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS and Newco will advise STI and SSI promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled pursuant to Rule 424(b) of the SEC) (the "PROSPECTUS") which shall not have been previously submitted to STI and SSI in reasonable time prior to the proposed filing thereof or to which STI or SSI shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS or Newco (or, to VERITAS' or Newco's knowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITAS) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS at the time the Prospectus/Proxy Statement is mailed or at the time of the meeting of VERITAS stockholders to vote on the Merger and the Seagate Transaction or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effective, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Stockholder Meeting. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS or Newco occurs as a result of which the Prospectus/Proxy Statement would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Exchange Act, VERITAS and Newco will promptly notify STI and SSI and will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Proxy Statement, as it relates to VERITAS and Newco, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.

Prospectus/Proxy Statement. VERITAS will mail to its stockholders -------------------------- in a timely manner, for the purpose of considering and voting upon the Merger and the Seagate Transaction at the VERITAS Stockholders Meeting, the Prospectus/Proxy Statement in the Form S-4. VERITAS and Newco will prepare and file the Prospectus/Proxy Statement with the SEC as promptly as practicable, and each will use its respective best reasonable efforts to cause the Form S-4 to become effective as soon after such filing as practicable. In this regard, VERITAS and Newco will advise STI and SSI promptly as to the time at which the Form S-4 becomes effective and of the issuance by the SEC of any stop order suspending the effectiveness of the Form S-4 or the initiation of any proceedings for such purpose and each will use its respective reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. Until the Effective Time, VERITAS and Newco will advise STI and SSI promptly of any requirement of the SEC for any amendment or supplement of the Form S-4 or for additional information, and will not at any time file any amendment of or supplement to the prospectus contained therein (or to the prospectus filled pursuant to Rule 424(b) of the SEC) (the "PROSPECTUS") which shall not have been previously submitted to STI and SSI in reasonable time prior to the proposed filing thereof or to which STI or SSI shall reasonably object or which is not in compliance in all material respects with the Securities Act and the rules and regulations issued by the SEC thereunder. None of the information relating to VERITAS or Newco (or, to VERITAS' or Newco's knowledge, any other person, contained in any document, certificate or other writing furnished or to be furnished by VERITAS) included in (i) the Prospectus/Proxy Statement by Newco and/or VERITAS at the time the Prospectus/Proxy Statement is mailed or at the time of the meeting of VERITAS stockholders to vote on the Merger and the Seagate Transaction or at the Effective Time, as then amended or supplemented, or (ii) the Form S-4 at the time the Form S-4 becomes effective, as then amended or supplemented, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of proxies for the VERITAS Stockholder Meeting. From and after the date the Form S-4 becomes effective and until the Effective Time, if any event known to VERITAS or Newco occurs as a result of which the Prospectus/Proxy Statement would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Form S-4 or the Prospectus/Proxy Statement to comply with the Securities Act, VERITAS and Newco will promptly notify STI and SSI and will prepare an amended or supplemented Form S-4 or Prospectus/Proxy Statement which will correct such statement or omission and will use its reasonable best efforts to cause any such amendment to become effective as promptly as possible. The Prospectus/Proxy Statement, as it relates to VERITAS and Newco, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder in effect at the time the Prospectus/Proxy Statement is mailed.