Common use of Proxy Material; Registration Statement Clause in Contracts

Proxy Material; Registration Statement. (a) The Company and the Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC, will use reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders with respect to the matters contemplated hereby (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholders, is herein called the "Joint Proxy Statement"). (b) Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"). Such Registration Statement shall be used for the purposes of registering with the SEC the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall use its best efforts to cause the Registration Statement to become effective under the Securities Act and to comply with applicable state securities laws at the earliest practicable date and to remain effective until the Effective Time.

Proxy Material; Registration Statement. (a) The Company and the Parent will as As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file with the SEC, will use reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders as promptly as practicable, a joint proxy statement that will relating to the meeting of the Company's stockholders to be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, held in connection with the vote of each of the Company's and the Parent's shareholders with respect to the matters contemplated hereby Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholdersstockholders, is herein called the "Joint Proxy Statement"). (b) and Parent will as promptly as practicable following the date of this Agreement, shall prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"). Such Registration ) in which the Proxy Statement shall be used for the purposes of registering included as a prospectus, in connection with the SEC registration under the issuance Securities Act of the shares of Parent Common Stock to holders be issued to the stockholders of the Company Common Stock in connection with pursuant to the Merger. In addition, each Each of Parent and the Company will upon use all reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall use its best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger (subject to Section 5.10(d) hereof) and the Charter Amendment. Subject to Section 5.10(d) hereof, no amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (which approval shall not be unreasonably withheld or delayed). Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by Parent for inclusion in the Registration Statement and the Proxy Statement shall not, at (1) the time the Registration Statement is declared effective, (2) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (3) the time of the Company Special Meeting, and (4) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its Subsidiaries, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (1) the time the Registration Statement is declared effective, (2) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to comply with applicable state securities laws at the earliest practicable date stockholders of the Company, (3) the time of the Company Special Meeting, and to remain effective until (4) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Material; Registration Statement. (a) The Company and the Parent will (i) as promptly as practicable following the date of this Agreement, prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders its stockholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders stockholders with respect to the matters contemplated hereby Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholdersstockholders, is herein called the "Joint Proxy Statement"), (ii) use its reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply in all material respects with all legal requirements applicable to such meeting. The Company may, if it withdraws, modifies or changes its recommendation in accordance with Section 5.3 below, delay the filing or mailing, as the case may be, of the Proxy Statement or delay the holding of the Company Meeting (as defined below in Section 5.3). In addition, the Company will upon reasonable advance notice provide Parent with all financial and other data regarding the Company as may be reasonably requested by Parent in connection with the Registration Statement. (b) Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"), which shall include the Proxy Statement. Such Registration Statement shall be used for the purposes of registering with the SEC and with applicable state securities authorities the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall furnish such information concerning the Parent as is necessary in order to cause the Proxy Statement, insofar as it is related to the Parent, to be prepared in accordance with Section 5.2(a). The Parent agrees promptly to advise the Company if at any time prior to the Company Meeting any information provided by the Parent in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omission. (d) The Parent shall use its best efforts to cause the Registration Statement to become effective under the Securities Act and to comply with applicable state securities laws at the earliest practicable date and to remain effective until the Effective Time.

Proxy Material; Registration Statement. (a) The Company and the Parent will as promptly as practicable following confer with each other concerning receipt of the date necessary regulatory approval set forth in Section 5.8, and not less than ninety (90) days prior to the anticipated receipt of this Agreementsuch approvals, the Company and Parent will prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders its stockholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders stockholders with respect to the matters contemplated hereby (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholdersstockholders, is herein called the "Joint Proxy Statement"). (b) Parent will as promptly as practicable following prepare and, on the date of this Agreementmutually agreed to by the parties, prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with any and all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"), which shall include the Joint Proxy Statement. Such Registration Statement shall be used for the purposes of registering with the SEC and with applicable state securities authorities the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall use its best efforts to cause the Registration Statement to become effective under the Securities Act and to comply with applicable state securities laws at the earliest practicable date after filing the Registration Statement and to remain effective until the Effective Time.

Proxy Material; Registration Statement. (a) The Company and the -------------------------------------- Parent will as promptly as practicable following the date shall together, or pursuant to an allocation of this Agreement, prepare and file with the SEC, will use reasonable efforts responsibility to have cleared by the SEC and thereafter mail to their respective shareholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders with respect to the matters contemplated hereby (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholders, is herein called the "Joint Proxy Statement").agreed upon between them: (bi) Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC as soon as is reasonably practicable the Proxy Statement and a registration statement of the Parent on Form S-4 under the Securities Act with respect to the Parent Common Stock issuable in the Merger (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"). Such , and shall use their ---------------------- reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act and the Registration Statement shall be used for the purposes of registering with declared effective by the SEC under the issuance Securities Act as promptly as practicable. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be made by Parent or the Company without providing the other a reasonable opportunity to review and comment thereon. The Company will advise Parent, and Parent will advise the Company, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereof or requests by the SEC for additional information. The Company and Parent Common Stock shall each provide the other with copies of any communication received from or sent to holders of Company Common Stock the SEC in connection with the MergerProxy Statement or the Registration Statement and with a reasonable opportunity to review all responses to SEC comments or other requests prior to their being sent to the SEC. In addition, each of Parent and If at any time prior to the Company will upon reasonable advance notice provide the other with all Effective Time any information and other data as may be reasonably requested by 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 the Registration Statement or the Proxy Statement, so that any such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovered such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company; (ii) as the case soon as is reasonably practicable take all such action as may be, be required under state blue sky or securities laws in connection with the preparation transactions contemplated by this Agreement; (iii) promptly prepare and filing file with the NYSE and such other stock exchanges as shall be agreed upon listing applications covering the shares of Parent Common Stock issuable in the Merger and use their reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject only to official notice of issuance; (iv) cooperate with one another in order to lift any injunctions or remove any other impediment to the consummation of the Registration Statement transactions contemplated herein; and (v) cooperate with one another in obtaining opinions of ▇▇▇▇▇ ▇▇▇▇, counsel to the Company, and King & Spalding, counsel to Parent, dated as of the Joint Proxy StatementEffective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In connection therewith, each of the Company, Parent and Merger Sub shall deliver to ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇▇▇, respectively, representation letters in form and substance reasonably satisfactory to such tax counsel. (b) Subject to the limitations contained in Section 5.2, the Company and Parent shall each furnish to one another and to one another's counsel all such information as may be required in order to effect the foregoing actions. (c) The Company and Parent shall use its best efforts cause the Proxy Statement to cause be mailed to the Company's stockholders as promptly as practicable after the Registration Statement to become is declared effective under the Securities Act Act. (d) The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Meeting") for the purpose of obtaining --------------- the Company Stockholder Approval and shall, through its Board of Directors, subject to comply with applicable state securities laws at Section 5.9(b), recommend to its stockholders the earliest practicable date adoption of this Agreement, the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing but subject to remain effective until its rights to terminate this Agreement pursuant to Section 7.1, the Effective TimeCompany agrees that its obligations pursuant to the first sentence of this Section 5.3(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal (as defined in Section 5.9).

Proxy Material; Registration Statement. (a) The Company and the Parent will as As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file with the SEC, will use reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders as promptly as practicable, a joint proxy statement that will relating to the meeting of the Company's stockholders to be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, held in connection with the vote of each of the Company's and the Parent's shareholders with respect to the matters contemplated hereby Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders and the ParentFiserv's shareholdersstockholders, is herein called the "Joint Proxy Statement"). (b) Parent will as promptly as practicable following the date of this Agreement, and Fiserv shall prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"). Such Registration ) in which the Proxy Statement shall be used for the purposes of registering with the SEC the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data included as may be reasonably requested by Parent or the Company, as the case may bea prospectus, in connection with the preparation and filing registration under the Securities Act of the Registration Statement shares of Fiserv Common Stock to be issued pursuant to the Merger. Each of Fiserv and the Joint Proxy Statement. (c) The Parent shall Company will use its best all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Fiserv shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Fiserv Common Stock in the Merger. Each of Fiserv and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders. No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Fiserv or the Company without the approval of the other party (which approval shall not be unreasonably withheld or delayed). Fiserv and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Fiserv Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information supplied by Fiserv for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time of the Company Special Meeting, and (iv) the Effective Time, contain (as to Fiserv and its subsidiaries) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to Fiserv or any of its subsidiaries, or their respective officers or directors, should be discovered by Fiserv which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Fiserv shall promptly inform the Company. All documents that Fiserv is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable. (c) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to comply with applicable state securities laws at the earliest practicable date stockholders of the Company, (iii) the time of the Company Special Meeting, and to remain effective until (iv) the Effective Time, contain (as to the Company and each of its Subsidiaries) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, or their respective 41 officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Fiserv. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable.

Proxy Material; Registration Statement. (a) The Company and the Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders its stockholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders stockholders with respect to the matters contemplated hereby (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholdersstockholders, is herein called the "Joint Proxy StatementJOINT PROXY STATEMENT"). (b) Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration StatementREGISTRATION STATEMENT"), which shall include the Joint Proxy Statement. Such Registration Statement shall be used for the purposes of registering with the SEC and with applicable state securities authorities the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall use its best efforts to cause the Registration Statement to become effective under the Securities Act and to comply with applicable state securities laws at the earliest practicable date and to remain effective until the Effective Time.

Proxy Material; Registration Statement. (a) The Company and the Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and thereafter mail to their respective shareholders its stockholders as promptly as practicable, a joint proxy statement that will be the same proxy statement/prospectus contained in the Registration Statement (as hereinafter defined) and a form of proxy, in connection with the vote of each of the Company's and the Parent's shareholders stockholders with respect to the matters contemplated hereby (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's and the Parent's shareholdersstockholders, is herein called the "Joint Proxy Statement"). (b) Parent will as promptly as practicable following the date of this Agreement, prepare and file with the SEC a registration statement of the Parent on Form S-4 (such registration statement together with all and any amendments and supplements thereto, being herein referred to as the "Registration Statement"), which shall include the Joint Proxy Statement. Such Registration Statement shall be used for the purposes of registering with the SEC and with applicable state securities authorities the issuance of Parent Common Stock to holders of Company Common Stock in connection with the Merger. In addition, each of Parent and the Company will upon reasonable advance notice provide the other with all information and other data as may be reasonably requested by Parent or the Company, as the case may be, in connection with the preparation and filing of the Registration Statement and the Joint Proxy Statement. (c) The Parent shall use its best efforts to cause the Registration Statement to become effective under the Securities Act and to comply with applicable state securities laws at the earliest practicable date and to remain effective until the Effective Time.