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

Registration Statement; Prospectus/Proxy Statement. In connection with the Stockholders’ 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 Stockholders’ 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 Stockholders’ Meeting.

Registration Statement; Prospectus/Proxy Statement. In connection with (a) As promptly as practicable after the Stockholders’ 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 Registration Statement (together with all amendments theretoin which the Prospectus/Proxy Statement will be included as a prospectus); provided, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Holdco Common Stock to be issued 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 (and not as a registration statement of New Holdco Common Stock Parent); (ii) until it is reasonably likely that the SEC will declare the Form S-4 Registration Statement (in which the MergerProspectus/Proxy Statement will be included as a prospectus) 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 the Company under Section 14 of the Exchange Act; and (iiiii) a proxy statement relating Parent shall not be obligated to file the Stockholders’ Meeting Form S-4 Registration Statement (such prospectus and proxy statement collectively, together with any amendments or supplements thereto, in which the “Prospectus/Proxy Statement”)Statement will be included as a prospectus) with the SEC until it is reasonably likely that the 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 Stockholders’ Meetingany jurisdiction.