Common use of Registration on Form S-4 Clause in Contracts

Registration on Form S-4. The Parent Common Stock to be issued in the Merger shall be registered under the Securities Act on the Form S-4 (as hereinafter defined). As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare, and Parent shall file with the SEC, a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "Prospectus/Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of Parent and the Company shall use its best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action required to be taken under any applicable state securities or blue sky laws and regulations of The Nasdaq National Market in connection with the issuance of the Parent Common Stock pursuant to the Merger and upon exercise of the Assumed Options and the Company Warrants after the Effective Time. The Company shall promptly furnish to Parent all information concerning the Company and the Company's shareholders as may reasonably be required in connection with any action contemplated by this Section 1.9. Each of Parent and the Company will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and shareholders of the Company, such amendment or supplement. 1.10

Registration on Form S-4. The Parent Newco Common Stock to be issued in the Merger shall be registered under the Securities Act on the Form S-4 (as hereinafter defined). As promptly as practicable after the date of this Agreement, Parent VERITAS, Newco and the Company OpenVision shall prepare, prepare and Parent shall file with the SEC, SEC a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "Prospectus/Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of Parent VERITAS, Newco and the Company OpenVision shall use its reasonable best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent VERITAS and Newco shall also take any action required to be taken under any applicable state securities or "blue sky sky" laws and regulations of The the Nasdaq National Stock Market in connection with the issuance of the Parent Newco Common Stock pursuant to the Merger and upon exercise of the Assumed Options and the Company Warrants after the Effective TimeMerger. The Company OpenVision shall promptly furnish to Parent VERITAS all information concerning the Company OpenVision and the Company's shareholders OpenVision stockholders as may be reasonably be required in connection with any action contemplated by this Section 1.91.13. Each of Parent VERITAS, Newco and the Company OpenVision will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or A-1-5 6 the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, Parent VERITAS and Newco or the CompanyOpenVision, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent VERITAS and shareholders of the CompanyOpenVision, such amendment or supplement. 1.101.14

Registration on Form S-4. The Parent Hilton Common Stock and CVP Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Form S-4 registration statements (as hereinafter definedthe "Forms S-4"). As promptly as practicable after the date of this Agreement, Parent Hilton and the Company ITT shall prepare, prepare and Parent shall file with the SEC, a Form S-4 registration statement (SEC the "Form Forms S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "Prospectus/Joint Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of Parent Hilton and the Company ITT shall use its reasonable best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form Forms S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action required filing and to cause the Prospectus/Joint Proxy Statement to be taken under any applicable state securities or blue sky laws and regulations of The Nasdaq National Market in connection with mailed to each company's stockholders at the issuance of the Parent Common Stock pursuant to the Merger and upon exercise of the Assumed Options and the Company Warrants after the Effective Timeearliest practicable time. The Company Each party shall promptly furnish to Parent the other party all information concerning the Company and the Company's shareholders such party as may reasonably be required in connection with any action contemplated by this Section 1.92.6. The Prospectus/Joint Proxy Statement and Forms S-4 shall comply in all material respects with all applicable requirements of law. Each of Parent Hilton and the Company ITT will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by of the SEC or its staff for amendments or supplements to the Form Forms S-4 or the Prospectus/Joint Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form Forms S-4 or the Prospectus/Joint Proxy Statement. Whenever any an event occurs which should be set forth in an amendment or supplement to the Form Forms S-4 or the Prospectus/Joint Proxy Statement, Parent Hilton or the CompanyITT, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent Hilton and shareholders of the CompanyITT, such amendment amendments or supplement. 1.10supplements.

Registration on Form S-4. The Parent TriZetto Common Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), on the a Form S-4 registration statement (as hereinafter definedthe "FORM S-4"). As promptly as practicable after the date of this Agreement, Parent TriZetto and the Company IMS shall prepare, prepare and Parent shall file with the SEC, a Form S-4 registration statement (SEC the "Form S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "ProspectusPROSPECTUS/Proxy StatementPROXY STATEMENT") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of Parent TriZetto and the Company IMS shall use its reasonable best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action required filing and to cause the Prospectus/Proxy Statement to be taken under any applicable state securities or blue sky laws and regulations of The Nasdaq National Market in connection with mailed to each company's stockholders at the issuance of the Parent Common Stock pursuant to the Merger and upon exercise of the Assumed Options and the Company Warrants after the Effective Timeearliest practicable time. The Company Each party shall promptly furnish to Parent the other party all information concerning the Company such party and the Company's shareholders its stockholders as may be reasonably be required in connection with any action contemplated by this Section 1.96.1. The Prospectus/Proxy Statement and Form S-4 shall comply in all material respects with all applicable requirements of law. Each of Parent TriZetto and the Company IMS will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, Parent TriZetto or the CompanyIMS, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent TriZetto and shareholders of the CompanyIMS, such amendment or supplement. 1.10.