Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. SCG shall file with the Commission as soon as is reasonably practicable after the date hereof the SCG Warrant Registration Statement. SCG shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.2. To the extent the PTR Registration Statement shall not have been filed and/or declared effective prior to the date of this Agreement, PTR shall (i) file as soon as is reasonably practicable after the date hereof the PTR Registration Statement and use all reasonable efforts to have the PTR Registration Statement declared effective by the Commission as promptly as practicable, (ii) use all reasonable efforts to continue the effectiveness of the PTR Registration Statement and (iii) keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. To the extent the PTR Registration Statement shall have been filed and declared effective prior to the date of this Agreement, PTR shall use all reasonable efforts to continue the effectiveness of the PTR Registration Statement and shall keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. PTR shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.1 and 2.3. PTR and SCG shall promptly furnish to each other all information, and take such other actions as may reasonably be requested in connection with any action by any of them in connection with this Section 6.2 and shall cooperate with one another and use their respective best efforts to facilitate the expeditious consummation of the transactions contemplated by this Agreement and the Related Agreements.

Proxy Statement and Registration Statement. SCG (a) FMC and Lehigh agree that they shall file cooperate in the preparation of and the filing with the Securities and Exchange Commission as soon as is reasonably practicable after by Lehigh of a proxy statement/prospectus (the date hereof "Proxy Statement") in accordance with the SCG Warrant Registration Statement. SCG shall also take any action required Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be taken under applicable state blue sky or securities laws included in connection with the issuance registration statement of securities pursuant Lehigh referred to Sections 2.2. To the extent the PTR Registration Statement shall not have been filed and/or declared effective prior to the date of this Agreement, PTR shall (i) file as soon as is reasonably practicable after the date hereof the PTR Registration Statement below and use all reasonable efforts to have the PTR Registration Statement declared effective by the Commission as promptly as practicable, (ii) use all reasonable efforts the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as may be appropriate (the "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock and Lehigh Preferred Stock to continue the effectiveness of the PTR Registration Statement and (iii) keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder this Agreement and the shares of PTR (other than SCG) elects to subscribe for Lehigh Common Stock issuable upon conversion of the maximum number of shares for which it is entitled to subscribeLehigh Preferred Stock. To the extent the PTR Registration Statement shall have been filed Lehigh and declared effective prior to the date of this Agreement, PTR FMC thereafter shall use all reasonable efforts to continue cause the effectiveness of the PTR Registration Statement to become effective under the 1933 Act at the earliest practicable date, and shall keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. PTR shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.1 and 2.3. PTR and SCG shall promptly furnish to each other all information, and take such other actions as may reasonably be requested in connection with any action by any of them in connection with this Section 6.2 and shall cooperate with one another and use their respective best efforts required under applicable state securities laws to facilitate the expeditious consummation of permit the transactions contemplated by this Agreement Agreement. Lehigh shall advise FMC promptly when the Registration Statement has become effective, and Lehigh shall thereupon send a Proxy Statement to its stockholders for purposes of the Related AgreementsMeeting contemplated by this Agreement. The Proxy Statement shall be mailed not less than 20 days prior to such meeting to all stockholders of record at their address of record on the transfer records of Lehigh. Each party shall bear their respective out of pocket expenses, and expenses related to preparing documents, financial statements, schedules, exhibits, and like materials for inclusion in the Registration Statement. Lehigh shall be responsible for the expenses of filing the Registration Statement.

Proxy Statement and Registration Statement. SCG shall file with the Commission as soon as is reasonably practicable after the date hereof the SCG Warrant Registration Statement. SCG shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.2. To the extent the PTR SCI Registration Statement shall not have been filed and/or declared effective prior to the date of this Agreement, PTR SCI shall (i) file as soon as is reasonably practicable after the date hereof the PTR SCI Registration Statement and use all reasonable efforts to have the PTR SCI Registration Statement declared effective by the Commission as promptly as practicable, (ii) use all reasonable efforts to continue the effectiveness of the PTR SCI Registration Statement and (iii) keep available for issuance under the PTR SCI Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR SCI (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. To the extent the PTR SCI Registration Statement shall have been filed and declared effective prior to the date of this Agreement, PTR SCI shall use all reasonable efforts to continue the effectiveness of the PTR SCI Registration Statement and shall keep available for issuance under the PTR SCI Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR SCI (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. PTR SCI shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.1 and 2.3. PTR SCI and SCG shall promptly furnish to each other all information, and take such other actions as may reasonably be requested in connection with any action by any of them in connection with this Section 6.2 and shall cooperate with one another and use their respective best efforts to facilitate the expeditious consummation of the transactions contemplated by this Agreement and the Related Agreements.

Proxy Statement and Registration Statement. SCG shall file with the Commission as soon as is reasonably practicable after the date hereof the SCG Warrant Registration Statement. SCG shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.2. To the extent the PTR ATLANTIC Registration Statement shall not have been filed and/or declared effective prior to the date of this Agreement, PTR ATLANTIC shall (i) file as soon as is reasonably practicable after the date hereof the PTR ATLANTIC Registration Statement and use all reasonable efforts to have the PTR ATLANTIC Registration Statement declared effective by the Commission as promptly as practicable, (ii) use all reasonable efforts to continue the effectiveness of the PTR ATLANTIC Registration Statement and (iii) keep available for issuance under the PTR ATLANTIC Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR ATLANTIC (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. To the extent the PTR ATLANTIC Registration Statement shall have been filed and declared effective prior to the date of this Agreement, PTR ATLANTIC shall use all reasonable efforts to continue the effectiveness of the PTR ATLANTIC Registration Statement and shall keep available for issuance under the PTR ATLANTIC Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR ATLANTIC (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. PTR ATLANTIC shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.1 and 2.3. PTR ATLANTIC and SCG shall promptly furnish to each other all information, and take such other actions as may reasonably be requested in connection with any action by any of them in connection with this Section 6.2 and shall cooperate with one another and use their respective best efforts to facilitate the expeditious consummation of the transactions contemplated by this Agreement and the Related Agreements.

Proxy Statement and Registration Statement. SCG (a) FMC and Lehigh agree that they shall file cooperate in the preparation of and the filing with the Securities and Exchange Commission as soon as is reasonably practicable after by Lehigh of a proxy statement/prospectus (the date hereof "Proxy Statement") in accordance with the SCG Warrant Registration Statement. SCG shall also take any action required Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be taken under applicable state blue sky or securities laws included in connection with the issuance registration statement of securities pursuant Lehigh referred to Sections 2.2. To the extent the PTR Registration Statement shall not have been filed and/or declared effective prior to the date of this Agreement, PTR shall (i) file as soon as is reasonably practicable after the date hereof the PTR Registration Statement below and use all reasonable efforts to have the PTR Registration Statement declared effective by the Commission as promptly as practicable, (ii) use all reasonable efforts the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as may be appropriate (the "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock to continue the effectiveness of the PTR Registration Statement and (iii) keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. To the extent the PTR Registration Statement shall have been filed and declared effective prior to the date of this Agreement, PTR . Lehigh and FMC thereafter shall use all reasonable efforts to continue cause the effectiveness of the PTR Registration Statement to become effective under the 1933 Act at the earliest practicable date, and shall keep available for issuance under the PTR Registration Statement such number of shares as would be required to satisfy rights issued pursuant to Section 2.3 assuming that each shareholder of PTR (other than SCG) elects to subscribe for the maximum number of shares for which it is entitled to subscribe. PTR shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of securities pursuant to Sections 2.1 and 2.3. PTR and SCG shall promptly furnish to each other all information, and take such other actions as may reasonably be requested in connection with any action by any of them in connection with this Section 6.2 and shall cooperate with one another and use their respective best efforts required under applicable state securities laws to facilitate the expeditious consummation of permit the transactions contemplated by this Agreement Agreement. Lehigh shall advise FMC promptly when the Registration Statement has become effective, and FMC and Lehigh shall thereupon each send a Proxy Statement to their respective stockholders for purposes of the Related AgreementsMeeting contemplated by this Agreement. The Proxy Statements shall be mailed not less than 20 days prior to such meetings to all stockholders of record at their address of record on the transfer records of FMC and Lehigh. Each party shall bear their respective out of pocket expenses, and expenses related to preparing their respective Proxy Statement, soliciting proxies, and preparing documents, financial statements, schedules, exhibits, and like materials for inclusion in the Registration Statement. Lehigh shall be responsible for the expenses of filing the Registration Statement.