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

Registration Statement; Prospectus/Proxy Statement. In connection with the Stockholder Meeting (as defined below), New Holdco has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”). Each of New Holdco and AINC shall use its reasonable best efforts to cause the Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Prospectus/Proxy Statement shall have been cleared by the SEC, AINC shall mail or cause to be mailed or otherwise make available in accordance with the Securities Act and the Exchange Act, the Prospectus/Proxy Statement to its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement in light of the date set for the Stockholder Meeting.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared the Company and Parent shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (Registration Statement, together with all amendments thereto, the “Registration Statement”) Prospectus/Proxy Statement and any other documents required by the Securities Act or the Exchange Act in connection with the registration Merger. Each of Parent and the Company shall use reasonable efforts to cause the S-4 Registration Statement (including the Prospectus/Proxy Statement) 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. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders 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 shares Acquired Corporations occurs, or if the Company becomes aware of New Holdco any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Prospectus/Proxy Statement, 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 stockholders of the Company. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued to in the Merger will be registered or qualified 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 record date for determining the stockholders entitled to notice of AINC pursuant and to vote at the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”). Each of New Holdco and AINC shall use its reasonable best efforts to cause the Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Prospectus/Proxy Statement shall have been cleared by the SEC, AINC shall mail or cause to be mailed or otherwise make available in accordance with the Securities Act and the Exchange Act, the Prospectus/Proxy Statement to its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement in light of the date set for the Stockholder Company Stockholders' Meeting.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared the Company and Parent shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (Registration Statement, together with all amendments thereto, the “Registration Statement”) Prospectus/Proxy Statement and any other documents required by the Securities Act or the Exchange Act in connection with the registration Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement 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. Each of Parent and the Company shall promptly furnish to the other all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to either of the shares Acquired Corporations or relating to Parent occurs, or if the Company or Parent discovers any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Prospectus/Proxy Statement, then the Company or Parent (as the case may be) shall promptly inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to stockholders of New Holdco the Company. Each of the Company and Parent shall (after consulting with the other) use all reasonable efforts to ensure that any applicable rules, regulations or requirements of the VSE or the BCSC relating to the S-4 Registration Statement or the Prospectus/Proxy Statement are complied with in all respects. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued to in the Merger will be qualified under the securities law of every jurisdiction of the United States and Canada in which any registered holder of Company Capital Stock has an address of record on the record date for determining the stockholders entitled to notice of AINC pursuant and to vote on the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”). Each of New Holdco and AINC shall use its reasonable best efforts to cause the Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Prospectus/Proxy Statement shall have been cleared by the SEC, AINC shall mail or cause to be mailed or otherwise make available in accordance with the Securities Act and the Exchange Act, the Prospectus/Proxy Statement to its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement in light of the date set for the Stockholder Meeting.

Registration Statement; Prospectus/Proxy Statement. In connection (a) As promptly as practicable after the date of this Agreement, Holding and PacifiCare shall prepare, with the Stockholder Meeting (as defined below)assistance of the Company, New Holdco has prepared and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”). Each of New Holdco and AINC shall use its reasonable best efforts to cause the Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared and any other documents required by the SEC as promptly as practicable, and, prior to Securities Act or the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws Exchange Act in connection with the issuance Mergers. Each of shares Holding, PacifiCare and the Company shall use all commercially reasonable efforts to cause the S-4 Registration Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of New Holdco Common Stock pursuant the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. The Company shall promptly furnish to Holding and PacifiCare all information concerning the Company, its subsidiaries and its stockholders as may be required or reasonably requested in connection with any action contemplated by this Section 4.5. Each of Holding, PacifiCare and the Company shall (i) 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 Merger. As promptly as reasonably practicable after the S-4 Registration Statement shall have become effective and or the Prospectus/Proxy Statement or for additional information and (ii) shall have been cleared by supply the SEC, AINC shall mail or cause to be mailed or otherwise make available in accordance other with copies of all correspondence with the Securities Act and SEC or its staff with respect to the Exchange Act, S-4 Registration Statement or the Prospectus/Proxy Statement Statement. 32 (b) Prior to its stockholders; providedthe Effective Time, however, Holding shall make all required filings with state regulatory authorities and the NASD and shall use all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the parties shall consult Holding Class A Common Stock, Holding Class B Common Stock and cooperate with each other Holding Series A to be issued in the Mergers (i) will be qualified under the securities or "blue sky" law of every jurisdiction of the United States in which any registered stockholder of the Company or PacifiCare has an address of record on the record date for determining the appropriate time stockholders entitled to notice of and to vote on the Mergers and (ii) will be approved for mailing quotation at the Effective Time on the Nasdaq National Market or otherwise making available the NYSE. (c) Prior to AINC’s stockholders the Prospectus/Proxy Statement in light Effective Time, Holding shall file either the Holding Restated Certificate of Incorporation or the Holding Restated Certificate of Incorporation without Series A, as the case may be, with the Secretary of State of the date set for the Stockholder MeetingState of Delaware.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities SEC the Prospectus/Proxy Statement and Exchange Commission (Parent shall prepare and cause to be filed with the “SEC”) a registration statement on SEC the Form S-4 (together with all amendments thereto, the “Registration Statement”) , in connection with which the registration under the Securities Act of the shares of New Holdco Common Stock to Prospectus/Proxy Statement will be issued included as a prospectus; provided, however, that notwithstanding anything to the stockholders of AINC pursuant contrary contained in this Section 5.1(a), if (and to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, includeextent) Parent so elects: (i) the Prospectus/Proxy Statement shall initially be filed with the SEC on a prospectus for confidential basis as a proxy statement of the issuance Company under Section 14 of shares the Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Prospectus/Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of New Holdco Common Stock in the MergerCompany under Section 14 of the Exchange Act; and (iiiii) a proxy statement relating Parent shall not be obligated to file the Stockholder Meeting (Form S-4 Registration Statement with the SEC until such prospectus and proxy statement collectively, together with any amendments or supplements thereto, time as Parent has determined that it is reasonably likely that the “Prospectus/Proxy Statement”)SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of New Holdco Parent and AINC the Company shall use its all reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to its stockholdersbe mailed to the Company's 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 and the Company's stockholders 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 disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, 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 stockholders of the Company. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified 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 record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that the parties Parent shall consult and cooperate with each other not be required (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing any jurisdiction in which it is not now qualified or otherwise making available (ii) to AINC’s stockholders the Prospectus/Proxy Statement file a general consent to service of process in light of the date set for the Stockholder Meetingany jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Acquiror and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”). Each of New Holdco and AINC shall use its reasonable best efforts to cause the Registration Statement to become effective and SEC the Prospectus/Proxy Statement and Acquiror shall prepare and cause to be cleared by filed with the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Form S-4 Registration Statement shall have become effective and (in which the Prospectus/Proxy Statement shall have been cleared by the SEC, AINC shall mail or cause to will be mailed or otherwise make available in accordance with the Securities Act and the Exchange Act, the Prospectus/Proxy Statement to its stockholdersincluded as a prospectus); provided, however, that notwithstanding anything to the parties shall consult contrary contained in this Section 7.1(a), if (and cooperate with each other in determining to the appropriate time for mailing or otherwise making available to AINC’s stockholders extent) Acquiror so elects: (i) the Prospectus/Proxy Statement in light shall 1. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, then the Company shall promptly inform Acquiror thereof and shall cooperate with Acquiror in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company. (b) Prior to the Effective Date, Acquiror shall use all reasonable best efforts to obtain all regulatory approvals needed to ensure that the Acquiror Stock to be issued in the Merger will be registered or qualified 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 record date set for determining the Stockholder shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Acquiror shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”), and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Prospectus/Proxy Statement will be included as a prospectus. Each of New Holdco Parent and AINC the Company shall use its commercially reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use commercially reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to its stockholdersstockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Parent and the Company shall promptly furnish to the other information concerning Parent or the Company or their respective stockholders 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 or Parent occurs, or if either party becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, then such party shall promptly inform the other party thereof and shall cooperate in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified 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 record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that the parties Parent shall consult and cooperate with each other not be required (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing any jurisdiction in which it is not now qualified or otherwise making available (ii) to AINC’s stockholders the Prospectus/Proxy Statement file a general consent to service of process in light of the date set for the Stockholder Meetingany jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to 36. 42 be filed with the Securities SEC the Prospectus/Proxy Statement and Exchange Commission (Parent shall prepare and cause to be filed with the “SEC”) a registration statement on SEC the Form S-4 (together with all amendments thereto, the “Registration Statement”) , in connection with which the registration under the Securities Act of the shares of New Holdco Common Stock to Prospectus/Proxy Statement will be issued included as a prospectus, provided, however, that notwithstanding anything to the stockholders of AINC pursuant contrary contained in this Section 5.1(a), if (and to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, includeextent) Parent so elects: (i) the Proxy Statement/Prospectus shall initially be filed with the SEC on a prospectus for confidential basis as a proxy statement of the issuance Company under the Securities Act); (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Proxy Statement/Prospectus shall be filed with the SEC on a confidential basis as amendments to the proxy statement of shares the Company under Section 14 of New Holdco Common Stock in the MergerExchange Act; and (iiiii) a proxy statement relating Parent shall not be obligated to file the Stockholder Meeting (Form S-4 Registration Statement with the SEC until such prospectus and proxy statement collectively, together with any amendments or supplements thereto, time as Parent has determined that it is reasonably likely that the “Prospectus/Proxy Statement”)SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of New Holdco Parent and AINC the Company shall use its all reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to its stockholders; providedbe mailed to the Company's 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 Company and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to the Company occurs, howeveror if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the parties shall consult and cooperate with each other in determining the appropriate time for mailing Form S-4 Registration Statement or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement Statement, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in light filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the date set for the Stockholder MeetingCompany.

Registration Statement; Prospectus/Proxy Statement. In connection with As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities SEC the Prospectus/Proxy Statement and Exchange Commission (Parent shall prepare and cause to be filed with the “SEC”) a registration statement on SEC the Form S-4 (together with all amendments thereto, the “Registration Statement”) , in connection with which the registration under the Securities Act of the shares of New Holdco Common Stock to Prospectus/Proxy Statement will be issued included as a prospectus; provided, however, that notwithstanding anything to the stockholders of AINC pursuant contrary contained in this Section 5.1(a), if (and to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, includeextent) Parent so elects: (i) the Prospectus/Proxy Statement shall initially be filed with the SEC on a prospectus for confidential basis as a proxy statement of the issuance Company under Section 14 of shares the Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Prospectus/Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of New Holdco Common Stock in the MergerCompany under Section 14 of the Exchange Act; and (iiiii) a proxy statement relating Parent shall not be obligated to file the Stockholder Meeting (Form S-4 Registration Statement with the SEC until such prospectus and proxy statement collectively, together with any amendments or supplements thereto, time as Parent has determined that it is reasonably likely that the “Prospectus/Proxy Statement”)SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of New Holdco Parent and AINC the Company shall use its all reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to its stockholdersbe mailed to the Company's 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 and the Company's stockholders 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 disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, 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 stockholders of the Company. Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified 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 record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that the parties Parent shall consult and cooperate with each other not be required (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing any jurisdiction in which it is not now qualified or otherwise making available (ii) to AINC’s stockholders the Prospectus/Proxy Statement file a general consent to service of process in light of the date set for the Stockholder Meetingany jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with (A) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement”), in which the Prospectus/Proxy Statement will be included as a prospectus. Each of New Holdco Parent and AINC the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective applicable rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company shall use reasonable efforts to cause the Prospectus/Proxy Statement to its stockholdersbe mailed to the Company's 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 and the Company's stockholders 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 disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, 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 stockholders of the Company. If any event relating to Parent occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (B) Prior to the Effective Time of Merger I, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in Merger I will (to the extent required) 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 record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that the parties Parent shall consult and cooperate with each other not be required: (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing any jurisdiction in which it is not now qualified; or otherwise making available (ii) to AINC’s stockholders the Prospectus/Proxy Statement file a general consent to service of process in light of the date set for the Stockholder Meetingany jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement”), in which the Prospectus/Proxy Statement will be included as a prospectus. Each of New Holdco Parent and AINC the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective applicable rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company shall use reasonable efforts to cause the Prospectus/Proxy Statement to its stockholdersbe mailed to the Company’s 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 and the Company’s stockholders 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 disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, 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 stockholders of the Company. If any event relating to Parent occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Prospectus/Proxy Statement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time of Merger I, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in Merger I will (to the extent required) 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 record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that the parties Parent shall consult and cooperate with each other not be required: (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing any jurisdiction in which it is not now qualified; or otherwise making available (ii) to AINC’s stockholders the Prospectus/Proxy Statement file a general consent to service of process in light of the date set for the Stockholder Meetingany jurisdiction.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement”), in which the Prospectus/Proxy Statement will be included as a prospectus. Each of New Holdco Parent and AINC the Company shall use its all reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to its stockholdersbe mailed to the Company's 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 and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5. 1. The Company shall ensure that: (1) none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it 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 the light of the circumstances under which they are made, not misleading; provided, however, that (2) none of the parties shall consult and cooperate with each other information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in determining the appropriate time for mailing or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement in light will, at the time the Prospectus/Proxy Statement is mailed to the stockholders of the date set for Company or at the Stockholder Meeting.time of the

Registration Statement; Prospectus/Proxy Statement. In connection with (a) Following the Stockholder Meeting (as defined below)date of this Agreement, New Holdco has prepared Parent and the Company shall use its best efforts to prepare and cause to be filed with the Securities and Exchange Commission (SEC the “SEC”) a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued to the stockholders of AINC pursuant to the Merger. The Registration Statement shall, at such time as it is declared effective by order of the SEC, include: (i) a prospectus for the issuance of shares of New Holdco Common Stock in the Merger; and (ii) a proxy statement relating to the Stockholder Meeting (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, the “Prospectus/Proxy Statement and Parent shall use its best efforts to prepare and cause to be filed with the SEC the Form S-4 Registration Statement”), in which the Prospectus/Proxy Statement will be included as a prospectus. Each of New Holdco Parent and AINC the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement to become effective and the Prospectus/Proxy Statement to be cleared by the SEC as promptly as practicable, and, prior to the effective date of the Registration Statement, New Holdco shall take all actions reasonably required under any applicable federal securities laws or state blue sky laws in connection comply with the issuance of shares of New Holdco Common Stock pursuant to the Merger. As promptly as reasonably practicable after the Registration Statement shall have become effective rules and the Prospectus/Proxy Statement shall have been cleared regulations promulgated by the SEC, AINC shall mail to respond promptly to any comments of the SEC or cause its staff and to be mailed or otherwise make available in accordance with have the Form S-4 Registration Statement declared effective under the Securities Act and as promptly as practicable after it is filed with the Exchange Act, SEC. The Company will use its best efforts to cause the Prospectus/Proxy Statement to its stockholders; providedbe mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event occurs, howeveror if either Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the parties shall consult and cooperate with each other in determining the appropriate time for mailing Form S-4 Registration Statement or otherwise making available to AINC’s stockholders the Prospectus/Proxy Statement Statement, then such party shall promptly inform the other thereof and shall cooperate in light filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use its best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified 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 record date set for determining the Stockholder stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; PROVIDED, HOWEVER, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.