Common use of PubCo Registration Statement Clause in Contracts

PubCo Registration Statement. (a) As promptly as practicable following the date of this Agreement (but in no event later than the sixtieth (60th) day following the date of this Agreement so long as PubCo has received all reasonably necessary information from the Company), PubCo shall prepare and, not later than ten (10) Business Days after receiving from the Company all information relating to the Company reasonably necessary to prepare the PubCo Registration Statement, PubCo will file with the SEC the PubCo Registration Statement relating to the registration of the PubCo Shares to be issued to the stockholders of the Company, including the Proxy Statement contained therein, if any. The PubCo Registration Statement and Proxy Statement, if any, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Laws. The Company shall provide to PubCo all information in its possession, including certificates or other statements, concerning the Company as may be reasonably requested by PubCo in connection with the PubCo Registration Statement, and the Proxy Statement, if any, and shall otherwise reasonably assist and cooperate with PubCo in the preparation of the PubCo Registration Statement, the Proxy Statement, if any, and resolution of any comments referred to below; provided, that PubCo shall (i) provide the Company with a reasonable opportunity to review and comment on any drafts of the PubCo Registration Statement, the Proxy Statement, if any, and related correspondence and filings and (ii) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. PubCo shall use its reasonable best efforts to obtain a written opinion, dated as of such date as may be required by the SEC in connection with the filing of the PubCo Registration Statement. (b) PubCo agrees that none of the information to be included or incorporated by reference in the PubCo Registration Statement, the Proxy Statement, if any, and any pro forma financial statements included therein, will, at the date it is first mailed to the shareholders of PubCo or at the time of the meeting of PubCo shareholders, if any (“PubCo Shareholders Meeting”), or at the time of any amendment or supplement thereof, 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by PubCo with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Company or any Affiliate of the Company in connection with the preparation of the PubCo Registration Statement and the Proxy Statement, if any, for inclusion or incorporation by reference therein. The Company hereby covenants and agrees that none of the information to be supplied by or on behalf of the Company or any Affiliate thereof for inclusion or incorporation by reference in the PubCo Registration Statement and the Proxy Statement, if any, shall, at the date it is first mailed to the shareholders of PubCo or at the time of the PubCo Shareholders Meeting, if any, or at the time of any amendment or supplement thereof, 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, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by any PubCo Entity or any Affiliate thereof in connection with the preparation of the PubCo Registration Statement or the Proxy Statement, if any, for inclusion or incorporation by reference therein. Subject to compliance with this Section 5.05 by the Company, PubCo shall use its reasonable best efforts to ensure that the PubCo Registration Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. (c) PubCo shall use its reasonable best efforts to (i) respond to any comments on the PubCo Registration Statement or requests for additional information from the SEC and as soon as practicable after receipt of any such comments or requests, provide the SEC with all information reasonably necessary to amend the PubCo Registration Statement, (ii) have the PubCo Registration Statement cleared by the SEC as promptly as practicable following its filing with the SEC and (iii) in consultation with the Company, set a record date for the PubCo Shareholders Meeting, if necessary. PubCo shall promptly (A) notify the Company upon the receipt of any such comments or requests and (B) provide the Company with copies of all correspondence relating to the PubCo Registration Statement between PubCo and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Before responding to any such comments or requests or the filing or mailing of the PubCo Registration Statement, PubCo (x) shall provide the Company with a reasonable opportunity to review and comment on any drafts of the PubCo Registration Statement and related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (d) The PubCo Registration Statement shall not, when sent to PubCo’s shareholders, contain any other proposal or request for stockholder approval of a Takeover Proposal. (e) PubCo and the Company shall reasonably cooperate in good faith and use its respective reasonable best efforts to cause the shares of PubCo Shares to be issued in the Transactions to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. PubCo shall also use its reasonable best efforts to obtain, and the Company shall reasonably cooperate in good faith with PubCo to assist PubCo in obtaining, all necessary state securities law or “blue sky” permits and approvals necessary to ensure that the PubCo Shares to be issued in the Transactions (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the applicable record date for determining the holders of Company Common Stock entitled to notice and to vote pursuant to the Company Stockholder Approval, to the extent applicable.