Common use of Registration and Proxy Statements Clause in Contracts

Registration and Proxy Statements. PSP11 and AOPP will promptly prepare and file with the SEC a preliminary proxy statement in connection with the vote of shareholders of PSP11 with respect to the Merger. PSP11 will, as promptly as practicable, prepare and file with the SEC a registration statement on Form S-4 (the "S-4 Registration Statement"), containing a proxy statement/prospectus, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the PSP11 Shares to be issued to holders of AOPP Shares in the Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in the form or forms to be mailed or delivered to the shareholders of PSP11 and AOPP, being herein called the "Proxy Statement and Prospectus"). PSP11 and AOPP will each use its best efforts to have or cause the S-4 Registration Statement to be declared effective as promptly as practicable, and also will take any other action required to be taken under federal or state securities laws, and PSP11 and AOPP will use their best efforts to cause the Proxy Statement and Prospectus to be mailed to their respective shareholders at the earliest practicable date. PSP11 agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger any event with respect to PSP11 or the Merger should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP and (ii) the Proxy Statement and Prospectus will (with respect to PSP11) comply as to form in all material respects with the requirements of the federal securities laws. AOPP agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger any event with respect to AOPP or the Merger should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP and (ii) the Proxy Statement and Prospectus will (with respect to AOPP) comply as to form in all material respects with the requirements of the federal securities laws.

Registration and Proxy Statements. PSP11 and AOPP PSP20 will promptly prepare and file with the SEC a preliminary proxy statement in connection with the vote of shareholders of PSP11 PSP20 with respect to the Merger. PSP11 PSI will, as promptly as practicable, prepare and file with the SEC a registration statement on Form S-4 (the "S-4 Registration Statement"), containing a combined proxy statement/prospectus, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the PSP11 PSI Shares to be issued to holders of AOPP PSP20 Shares in the Merger (such combined proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms to be mailed or delivered to the shareholders of PSP11 and AOPPPSP20, being herein called the "Proxy Statement and Prospectus"). PSP11 PSI and AOPP PSP20 will each use its their best efforts to have or cause the S-4 Registration Statement to be declared effective as promptly as practicable, and also will take any other action required to be taken under federal or state securities laws, and PSP11 and AOPP PSP20 will use their its best efforts to cause the Proxy Statement and Prospectus to be mailed to their respective its shareholders at the earliest practicable date. PSP11 PSP20 agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger Effective Time any event with respect to PSP11 or the Merger PSP20 should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP PSP20 and (ii) the Proxy Statement and Prospectus will (with respect to PSP11PSP20) comply as to form in all material respects with the requirements of the federal securities laws. AOPP PSI agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger Effective Time any event with respect to AOPP or the Merger PSI should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP PSP20 and (ii) the Proxy Statement and Prospectus will (with respect to AOPPPSI) comply as to form in all material respects with the requirements of the federal securities laws.

Registration and Proxy Statements. PSP11 and AOPP will promptly prepare and file with the SEC a preliminary proxy statement in connection with the vote of shareholders of PSP11 with respect to the Merger. PSP11 will, as promptly as practicable, prepare and file with the SEC a registration statement on Form S-4 (the "S-4 Registration Statement"), containing a proxy statement/prospectus, in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the PSP11 Shares to be issued to holders of AOPP Shares in the Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in the form or forms to be mailed or delivered to the shareholders of PSP11 and AOPP, being herein called the "Proxy Statement and Prospectus"). PSP11 and AOPP will each use its best efforts to have or cause the S-4 Registration Statement to be declared effective as promptly as practicable, and also will take any other action required to be taken under federal or state securities laws, and PSP11 and AOPP will use their best efforts to cause the Proxy Statement and Prospectus to be mailed to their respective shareholders at the earliest practicable date. PSP11 agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger Effective Time any event with respect to PSP11 or the Merger should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP and (ii) the Proxy Statement and Prospectus will (with respect to PSP11) comply as to form in all material respects with the requirements of the federal securities laws. AOPP agrees that (i) if at any time prior to the vote of shareholders of PSP11 and AOPP with respect to the Merger Effective Time any event with respect to AOPP or the Merger should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement and Prospectus or the S-4 Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of PSP11 and AOPP and (ii) the Proxy Statement and Prospectus will (with respect to AOPP) comply as to form in all material respects with the requirements of the federal securities laws.