Common use of Registration Statement; Preparation of Proxy Statement Clause in Contracts

Registration Statement; Preparation of Proxy Statement. (a) As ------------------------------------------------------ soon as practicable after the execution of this Agreement, Xoom shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy ----- Statement") for the solicitation of approval by the stockholders of Xoom of the --------- Xenon 2 Merger Agreement and of Xoom, in its capacity as sole stockholder of Xenon 2, approving this Agreement, the Merger and the other transactions contemplated hereby and the other Implementing Agreements as may reasonably require approval of Xenon 2's stockholders. Xoom shall cause Xenon 2 to include the Proxy Statement as part of the prospectus to be included in the registration statement on Form S-4 (the "Form S-4") that Xenon 2 is preparing and filing with -------- respect to the shares of Class A Common Stock issuable pursuant to the transactions contemplated by the Xenon 2 Merger Agreement. Each of Xenon 2 and Xoom shall cause the Form S-4 and the Proxy Statement related thereto to comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have such registration statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and Xoom shall use its best efforts to cause the proxy statement to be mailed to Xoom's stockholders as promptly as practicable after the registration statement is declared effective under the Securities Act. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its stockholders and its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 6.1. If any event ----------- relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 or the Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Xoom. The Proxy Statement shall include the recommendation of the Board of Directors of Xoom in favor of the adoption of this Agreement and the Xenon 2 Merger Agreement and the approval of the transactions contemplated hereby and thereby. (b) Prior to the Effective Time, Xoom shall cause Xenon 2 to use reasonable efforts to obtain all regulatory approvals needed to ensure that the Class A Common Stock to be issued in connection with the transactions contemplated the Xenon 2 Merger Agreement (i) will be registered or qualified under the "blue sky" laws of every jurisdiction of the United States in which any registered holder of the outstanding Xoom common stock who is receiving registered shares of Class A Common Stock has an address of record or be exempt from such registration; and (ii will be approved for quotation at the Effective Time on Nasdaq. (c) Each of Xoom, Xenon 2 and NBC agrees with respect to the information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, 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; (ii none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of Xoom or as of the Effective Time, 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 were made, not misleading; and (ii as to matters respecting such party, the Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Preparation of Proxy Statement. (a) As ------------------------------------------------------ soon as practicable after the execution of this Agreement, Xoom shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy ----- StatementPROXY STATEMENT") for the solicitation of approval by the stockholders of Xoom of the --------- Xenon 2 Merger Agreement and of Xoom, in its capacity as sole stockholder of Xenon 2, approving this Agreement, the Merger and the other transactions contemplated hereby and the other Implementing Agreements as may reasonably require approval of Xenon 2's stockholders. Xoom shall cause Xenon 2 to include the Proxy Statement as part of the prospectus to be included in the registration statement on Form S-4 (the "Form FORM S-4") that Xenon 2 is preparing and filing with -------- respect to the shares of Class A Common Stock issuable pursuant to the transactions contemplated by the Xenon 2 Merger Agreement. Each of Xenon 2 and Xoom shall cause the Form S-4 and the Proxy Statement related thereto to comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have such registration statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and Xoom shall use its best efforts to cause the proxy statement to be mailed to Xoom's stockholders as promptly as practicable after the registration statement is declared effective under the Securities Act. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its stockholders and its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 6.1Each 1. If any event ----------- relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 or the Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Xoom. The Proxy Statement shall include the recommendation of the Board of Directors of Xoom in favor of the adoption of this Agreement and the Xenon 2 Merger Agreement and the approval of the transactions contemplated hereby and thereby. (b) Prior to the Effective Time, Xoom shall cause Xenon 2 to use reasonable efforts to obtain all regulatory approvals needed to ensure that the Class A Common Stock to be issued in connection with the transactions contemplated the Xenon 2 Merger Agreement (i) will be registered or qualified under the "blue sky" laws of every jurisdiction of the United States in which any registered holder of the outstanding Xoom common stock who is receiving registered shares of Class A Common Stock has an address of record or be exempt from such registration; and (ii ii) will be approved for quotation at the Effective Time on Nasdaq. (c) Each of Xoom, Xenon 2 and NBC agrees with respect to the information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, 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; (ii ii) none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of Xoom or as of the Effective Time, 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 were made, not misleading; and (ii iii) as to matters respecting such party, the Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Preparation of Proxy Statement. (a) As ------------------------------------------------------ soon as practicable after the execution of this Agreement, Xoom shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy ----- Statement") for the solicitation of approval by the stockholders of Xoom of the --------- Xenon 2 Merger Agreement and of Xoom, in its capacity as sole stockholder of Xenon 2, approving this Agreement, the Merger and the other transactions contemplated hereby and the other Implementing Agreements as may reasonably require approval of Xenon 2's stockholders. Xoom shall cause Xenon 2 to include the Proxy Statement as part of the prospectus to be included in the registration statement on Form S-4 (the "Form S-4") that Xenon 2 is preparing and filing with -------- respect to the shares of Class A Common Stock issuable pursuant to the transactions contemplated by the Xenon 2 Merger Agreement. Each of Xenon 2 and Xoom shall cause the Form S-4 and the Proxy Statement related thereto to comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have such registration statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and Xoom shall use its best efforts to cause the proxy statement to be mailed to Xoom's stockholders as promptly as practicable after the registration statement is declared effective under the Securities Act. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its stockholders and its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 6.1with 1. If any event ----------- relating to any party occurs, or if any party becomes aware of --- any information, that should be disclosed in an amendment or supplement to the Form S-4 or the Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Xoom. The Proxy Statement shall include the recommendation of the Board of Directors of Xoom in favor of the adoption of this Agreement and the Xenon 2 Merger Agreement and the approval of the transactions contemplated hereby and therebyhereby. (b) Prior to the Effective Time, Xoom shall cause Xenon 2 to use reasonable efforts to obtain all regulatory approvals needed to ensure that the Class A Common Stock to be issued in connection with the transactions contemplated the Xenon 2 Merger Agreement hereby: (i) will be registered or qualified under the "blue sky" laws of every jurisdiction of the United States in which any registered holder of the outstanding Xoom common stock Stock who is receiving registered shares of Class A Common Stock has an address of record or be exempt from such registration; and (ii ii) will be approved for quotation at the Effective Time on Nasdaq. (c) Each of Xoom, Xenon 2 and NBC CNET agrees with respect to the information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, 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; (ii ii) none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of Xoom or as of the Effective Time, 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 were made, not misleading; and (ii iii) as to matters respecting such party, the Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder.

Registration Statement; Preparation of Proxy Statement. (a) As ------------------------------------------------------ soon as practicable after the execution of this Agreement, Xoom shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy ----- Statement") for the solicitation of approval by the stockholders of Xoom of the --------- Xenon 2 Merger Agreement and of Xoom, in its capacity as sole stockholder of Xenon 2, approving this Agreement, the Merger and the other transactions contemplated hereby and the other Implementing Agreements as may reasonably require approval of Xenon 2's stockholders. Xoom shall cause Xenon 2 to include the Proxy Statement as part of the prospectus to be included in the registration statement on Form S-4 (the "Form S-4") that Xenon 2 is preparing and filing with -------- respect to the shares of Class A Common Stock issuable pursuant to the transactions contemplated by the Xenon 2 Merger Agreement. Each of Xenon 2 and Xoom shall cause the Form S-4 and the Proxy Statement related thereto to comply with applicable law and the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have such registration statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and Xoom shall use its best efforts to cause the proxy statement to be mailed to Xoom's stockholders as promptly as practicable after the registration statement is declared effective under the Securities Act. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its stockholders and its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 6.1. If any event ----------- relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 or the Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of Xoom. The Proxy Statement shall include the recommendation of the Board of Directors of Xoom in favor of the adoption of this Agreement and the Xenon 2 Merger Agreement and the approval of the transactions contemplated hereby and thereby. (b) Prior to the Effective Time, Xoom shall cause Xenon 2 to use reasonable efforts to obtain all regulatory approvals needed to ensure that the Class A Common Stock to be issued in connection with the transactions contemplated the Xenon 2 Merger Agreement (i) will be registered or qualified under the "blue sky" laws of every jurisdiction of the United States in which any registered holder of the outstanding Xoom common stock who is receiving registered shares of Class A Common Stock has an address of record or be exempt from such registration; and (ii ii) will be approved for quotation at the Effective Time on Nasdaq. (c) Each of Xoom, Xenon 2 and NBC agrees with respect to the information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Form S-4 will, at the time the Form S-4 becomes effective under the Securities Act, 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; (ii ii) none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of Xoom or as of the Effective Time, 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 were made, not misleading; and (ii iii) as to matters respecting such party, the Proxy Statement and the Form S-4 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated by the SEC thereunder.