Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As promptly as --------------------------------------- practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC under the Securities Act and the Exchange Act and shall use all reasonable efforts to have cleared by the SEC, a proxy statement/prospectus or information statement/prospectus, as appropriate (the "Proxy Statement"), with respect to the Company Meeting and/or the Parent --------------- Meeting, including a registration statement (together with any amendments thereto, the "Registration Statement") for the purpose of registering the shares ---------------------- of Parent Common Stock to be issued in connection with the Merger. As promptly as practicable after the Proxy Statement has been cleared by the SEC and the Registration Statement has been declared effective, the Company and Parent shall mail the Proxy Statement to their respective shareholders as of the record date for the Company Meeting or the Parent Meeting, as the case may be. Parent shall take such action as may be required to be taken under applicable state securities or "blue sky" laws in connection with issuance of the shares of Parent Common Stock to be issued in connection with the Merger; provided that Parent shall not be required to become qualified as a -------- foreign corporation in any jurisdiction. The Proxy Statement shall contain the recommendation of the Board of Directors of the Company in favor of and adoption of this Agreement; provided, however, that if the Board of Directors of the Company determines in good faith, taking into consideration the advice of outside legal counsel, that for the Proxy Statement not to contain such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any failure of the Proxy Statement to contain such recommendation shall not constitute a breach of this Agreement.

Proxy Statement; Registration Statement. (a) As promptly as --------------------------------------- reasonably practicable following after the execution of this Agreement (and no later than thirty (30) days after the date hereof), the Company (with the reasonable assistance and cooperation of this AgreementParent) shall prepare a proxy statement on Schedule 14A relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”) and file it in preliminary form with the SEC. Subject to Section 5.06, the Company Board shall make the Company Recommendation to the Company Stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall prepare and file with use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC under concerning the Securities Act Proxy Statement and the Exchange Act and shall use all reasonable efforts to have cleared by resolve such comments with the SEC, a proxy statement/prospectus or information statement/prospectus, as appropriate (the "Proxy Statement"), with respect to and the Company Meeting and/or the Parent --------------- Meeting, including a registration statement (together with any amendments thereto, the "Registration Statement") for the purpose of registering the shares ---------------------- of Parent Common Stock shall use its reasonable best efforts to be issued in connection with the Merger. As promptly as practicable after the Proxy Statement has been cleared by the SEC and the Registration Statement has been declared effective, the Company and Parent shall mail cause the Proxy Statement to their respective shareholders be disseminated to the Company Stockholders as promptly as reasonably practicable after (i) the resolution of any such comments, and (ii) the Form S-4 is declared effective by the SEC. No filing of the record date for Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company Meeting Stockholders, or responding to any comments from the SEC with respect thereto, shall be made without providing Parent Meetingwith a reasonable opportunity to review and to propose comments on such document or response, as the case may be. Parent shall take such action as may be required to be taken under applicable state securities or "blue sky" laws in connection with issuance of the shares of Parent Common Stock to be issued in connection with the Merger; provided that Parent shall not be required to become qualified as a -------- foreign corporation in any jurisdiction. The Proxy Statement shall contain the recommendation of the Board of Directors of which the Company shall consider in favor of and adoption of this Agreementgood faith; provided, however, that if the Board of Directors of the Company determines in good faith, taking into consideration the advice of outside legal counsel, that for the Proxy Statement not to contain such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any failure of the Proxy Statement to contain such recommendation this obligation shall not constitute apply with respect to information relating to a breach of this AgreementCompany Adverse Recommendation Change.