Common use of Proxy and Registration Statements Clause in Contracts

Proxy and Registration Statements. In connection with the transactions contemplated by this Agreement: (a) Promptly after the date hereof, LTC shall prepare and file with the Securities and Exchange Commission a proxy statement to be mailed to LTC's shareholders in connection with the meeting to be called to consider the Merger and shall provide PLL with such copies thereof as it may request. Contemporaneously with the IPO process described in Section 7.16, PLL shall file with the Securities and Exchange Commission the Registration Statement to register under the Securities Act the Merger Securities to be issued to the holders of the LTC Common and shall provide LTC with the necessary copies of the prospectus included as a part of the Registration Statement (the "Prospectus") for the shareholders of LTC at the earliest practicable date after the effective date of the Registration Statement and prior to the Closing. PLL shall file all such amendments to the Registration Statement as shall be necessary to keep it current and effective until the Merger Securities have been distributed. (b) In connection with the preparation of the Registration Statement and the Proxy Statement (i) LTC shall also provide to PLL in writing all information relating to LTC or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) PLL shall provide LTC in writing with all information relating to PLL or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Contemporaneously with the IPO process described in Section 7.16, PLL and LTC shall file all applicable state securities or "blue sky" applications and use its reasonable efforts to qualify the Merger Securities issuable pursuant to this Agreement under such applicable state securities or "blue sky" laws prior to the Closing Date. (d) Information which is obtained by either party pursuant to this Section 7.6 will be kept confidential by such party; provided, however that in the event the party or any of its representatives is requested or required pursuant to applicable Law by any Governmental Authority to disclose any such information, the party may do so after providing the other party with notice of the request or requirement so that the other party may attempt, at its own expense, to obtain a protective order. Each party will use reasonable efforts to limit access to such information on a "need to know" basis. Neither party may use information obtained from the other party pursuant to this subsection to compete with the other party.

Proxy and Registration Statements. In connection with the transactions contemplated by this Agreement: (a) Promptly As soon as practicable after the date hereoffiling of the IPO Registration Statement (as defined in Section 7.16), but in no event later than five business days after the consummation of the Ilion IPO, LTC and PLL shall prepare and jointly file with the Securities and Exchange Commission SEC a combined proxy statement to be mailed to LTC's shareholders in connection with the meeting to be called to consider the Merger and shall provide PLL with such copies thereof as it may request. Contemporaneously with the IPO process described in Section 7.16, PLL shall file with the Securities and Exchange Commission the Registration Statement registration statement to register under the Securities Act the Merger Securities to be issued to the holders of the LTC Common and shall provide LTC with the necessary copies of the prospectus included as a part of the Registration Statement (the "Proxy Statement/Prospectus") for on Form S-4 or any other appropriate form (the shareholders of LTC at the earliest practicable date after the effective date of the "Form S-4 Registration Statement and prior to the ClosingStatement"). PLL and LTC shall file all such amendments to the Form S-4 Registration Statement as shall be necessary to keep it current and effective until the Merger Securities have been distributed. As soon as practicable after the Effective Time of the Merger, PLL shall distribute the Merger Securities to the shareholders of LTC pursuant to the Form S-4 Registration Statement. (b) Each of LTC and PLL shall take, in accordance with applicable law, and its respective articles of incorporation and by-laws, all action necessary to convene, respectively, (i) a meeting of stockholders of PLL, if required or appropriate, to consider and vote upon the approval of the Merger, and any other stockholder approval matters required for consummation of the Merger and the transactions contemplated hereby as promptly as practicable after the Form S-4 Registration Statement is declared effective (the "PLL Meeting"), and (ii) a meeting of stockholders of LTC to consider and vote upon the approval of the Merger and any other stockholder approval matters required for consummation of the Merger and the transactions contemplated hereby as promptly as practicable after the Form S-4 Registration Statement is declared effective (the "LTC Meeting"). (c) In connection with the preparation of the Form S-4 Registration Statement and the Proxy Statement Statement/Prospectus (i) LTC shall also provide to PLL in writing all information relating to LTC or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Form S-4 Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) PLL shall provide LTC in writing with all information relating to PLL or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Form S-4 Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of PLL and LTC agrees that the Proxy Statement/Prospectus (except, in the case of PLL, with respect to portions thereof prepared by LTC, and except, in the case of LTC, with respect to portions thereof prepared by PLL) will comply as to form in all material respects with the requirement of the Exchange Act and the rules and regulations of the SEC thereunder, and the Proxy Statement/Prospectus (except, in the case of PLL, with respect to portions thereof prepared by LTC, and except, in the case of LTC, with respect to portions thereof prepared by PLL) will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder. (cd) Contemporaneously with the Ilion IPO process described in Section 7.16, PLL and LTC shall file all applicable state securities or "blue sky" applications and use its reasonable efforts to qualify the Merger Securities issuable pursuant to this Agreement under such applicable state securities or "blue sky" laws prior to the Closing Date. (de) Information which is obtained by either party pursuant to this Section 7.6 will be kept confidential by such party; provided, however that in the event the party or any of its representatives is requested or required pursuant to applicable Law by any Governmental Authority to disclose any such information, the party may do so after providing the other party with notice of the request or requirement so that the other party may attempt, at its own expense, to obtain a protective order. Each party will use reasonable efforts to limit access to such information on a "need to know" basis. Neither party may use information obtained from the other party pursuant to this subsection to compete with the other party. (f) PLL will advise LTC, promptly after PLL receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Merger Securities for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Form S-4 Registration Statement or for additional information. (g) PLL shall use its reasonable efforts to list, prior to the Effective Date, on Nasdaq, the Merger Securities to be issued to the holders of LTC Common Stock in the Merger.

Proxy and Registration Statements. In connection with the transactions contemplated by this Agreement: (a) Promptly after the date hereof, LTC shall prepare and file with the Securities and Exchange Commission a proxy statement to be mailed to LTC's shareholders in connection with the meeting to be called to consider the Merger and shall provide PLL with such copies thereof as it may request. Contemporaneously with the IPO process described in Section 7.16, PLL shall file with the Securities and Exchange Commission the Registration Statement to register under the Securities Act the Merger Securities to be issued to the holders of the LTC Common and shall provide LTC with the necessary copies of the prospectus included as a part of the Registration Statement (the "Prospectus") for the shareholders of LTC at the earliest practicable date after the effective date of the Registration Statement and prior to the Closing. PLL shall file all such amendments to the Registration Statement as shall be necessary to keep it current and effective until the Merger Securities have been distributed. (b) In connection with the preparation of the Registration Statement and the Proxy Statement (i) LTC shall also provide to PLL in writing all information relating to LTC or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) PLL shall provide LTC in writing with all information relating to PLL or its Subsidiaries and the management, operations and finances of any of them which may be advisable or necessary to include in the Registration Statement or any amendment thereto as may be necessary to keep it current and effective until the distribution of the Merger Securities, none of which information, with respect to the subject matter thereof shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Contemporaneously with the IPO process described in Section 7.16, PLL and LTC shall file all applicable state securities or "blue sky" applications and use its reasonable efforts to qualify the Merger Securities issuable pursuant to this Agreement under such applicable state securities or "blue sky" laws prior to the Closing Date. (d) Information which is obtained by either party pursuant to this Section 7.6 will be kept confidential by such party; provided, however that in the event the party or any of its representatives is requested or required pursuant to applicable Law by any Governmental Authority to disclose any such information, the party may do so after providing the other party 49 with notice of the request or requirement so that the other party may attempt, at its own expense, to obtain a protective order. Each party will use reasonable efforts to limit access to such information on a "need to know" basis. Neither party may use information obtained from the other party pursuant to this subsection to compete with the other party.