Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Peoples and Limestone shall promptly cause the Company Registration Statement to be prepared and Parent Peoples shall prepare and cause the Registration Statement to be filed with the SEC SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required Statement declared effective by the Securities Act, SEC as soon as practicable after the Exchange Act filing thereof. The parties shall cooperate in responding to and considering any questions or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by regarding the SEC or its staff or any other government officials for amendments or supplements to information contained in the S-4 Registration Statement. If, at any time after the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders , and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed prior to the Company's shareholdersEffective Time, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occursLimestone or Peoples is discovered by Limestone or Peoples, or if the Company becomes aware of any informationas applicable, that which should be set forth in an amendment of, or a supplement to to, the S-4 Registration Statement or Statement, the Joint Proxy Statement/Prospectus, then the Company discovering party shall promptly inform Parent thereof and the other party with all relevant information relating to such event, whereupon Peoples shall cooperate with Parent in filing such promptly cause an appropriate amendment or supplement to the Registration Statement to be filed with the SEC andSEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if appropriate, in mailing such prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders of entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Company transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the stockholders holders of ParentLimestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this AgreementEach Party agrees to, the Company and Parent shall prepare and agrees to cause to be filed Newco to, cooperate with the SEC other Party and Newco, and their Representatives, in the S-4 preparation and filing of the Registration Statement and the Joint Proxy Statement, together with /Prospectus. Neither the Joint Proxy Statement/Prospectus and any other documents required by nor the Securities ActRegistration Statement shall be filed, the Exchange Act or any other Federaland, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements prior to the S-4 Registration Statementtermination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or any Other Filings the Registration Statement shall be filed, by Newco, BNY or for additional information and will supply Mellon without the approval of the other with copies of all correspondence between such party Party (which approval shall not be unreasonably withheld or any of delayed) and its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect counsel. The Parties shall each cause Newco to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement be declared effective under the Securities 1933 Act as promptly as practicable after it is filed with filing thereof and to keep the SECRegistration Statement effective as long as necessary to consummate the Merger and the transactions contemplated thereby. Parent will The Parties agree to, and to cause Newco to, use all reasonable efforts to obtain all Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and each Party agrees to, and agrees to cause Newco to, furnish all information concerning them and the holders of their capital stock as may be reasonably requested in connection with any such action. Newco will advise the Parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Registration Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly soon as practicable after the date execution of this Agreement, the Company Omega and Parent Online shall prepare and cause file with the SEC preliminary proxy materials relating to be filed the Shareholders Meetings and the vote of the shareholders of each of Omega and Online with respect to the Merger. As soon as practicable following receipt of SEC comments on the Joint Proxy Statement/Prospectus, Omega and Online shall file with the SEC definitive proxy materials relating to the Shareholders Meetings and Newco shall file with the SEC the S-4 Registration Statement, together with which shall include the Joint Proxy Statement/Prospectus and any other documents required by as a prospectus, in connection with the registration under the Securities ActAct of the shares of Newco Common Stock to be distributed to holders of Omega Common Stock and Online Common Stock pursuant to the Merger. Each of Newco, Omega and Online shall use its reasonable best efforts to have or cause the Exchange Act Registration Statement to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable, and shall take any and all actions required under any applicable federal or any other Federal, foreign state securities laws or Blue Sky or related blue sky laws in connection with the Merger issuance of Newco Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of Omega and the transactions contemplated by this Agreement Online shall ("Other Filings"). Each of Parent and the Company will i) notify the other as promptly upon as practicable after the receipt by it of any written or oral comments from of the SEC on, or its staff or any other government officials and of any written or oral request by the SEC or its staff or any other government officials governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information the Registration Statement, and will shall promptly supply the other with copies of all correspondence between such party it or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsgovernmental official, on the other hand, with respect to any of the S-4 Registration Statementforegoing filings, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall (ii) use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply efforts, after consultation with the rules and regulations promulgated by the SECother such party, to respond promptly to any comments of made by the SEC or its staff and with respect to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). As promptly as practicable after the Registration Statement shall have become effective, each of Omega and Online shall mail or cause to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the its Joint Proxy Statement/Prospectus to be mailed to the Company's its respective shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus Statement and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will shall use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersparties' stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations Company and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.16.1. If any event relating to any of the Acquired Corporations Company occurs, or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.