Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the meetings of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the related transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Each of Parent and the Company will use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the meetings of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the related transactions statements (together with any amendments thereof or supplements thereto, the "Proxy StatementStatements") relating to the meetings of the Company's stockholders and Parent's stockholders (the "Stockholders' Meetings") to be held to consider approval of the Merger and adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, and prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each issuance of shares of Parent and Common Stock pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company and Parent shall mail the Proxy Statements to their respective stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate in preparing and shall prepare and file with the SEC (i) a joint proxy statement (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the meetings of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the related transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") Company Stockholders’ Meeting and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "“Registration Statement") ”), and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior practicable and to the effective date of keep the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with Statement effective as long as necessary to consummate the Share IssuanceTransactions. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint the proxy statement to be sent to the stockholders of the Company relating to the meetings meeting of the Company's shareholders and Parent's shareholders ’s stockholders (the “Company Stockholders’ Meeting”) to be held in connection with to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the Merger and the related transactions (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”) and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the "“Registration Statement"”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Class A Shares to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will each shall use its their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each issuance of Parent and Class A Shares pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint the proxy statement to be sent to the stockholders of the Company relating to the meetings meeting of the Company's shareholders and Parent's shareholders stockholders (the "Company Stockholders' Meeting") to be held in connection with the Merger to consider approval and the related transactions adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (together with any amendments thereof such proxy statement or supplements theretoinformation statement, as amended or supplemented, being referred to herein as the "Proxy Statement") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Class A Shares to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will each shall use its their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each issuance of Parent and Class A Shares pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement to be sent to the stockholders of the Company relating to the meetings meeting of the Company's shareholders and Parent's shareholders ’s stockholders (the “Company Stockholders’ Meeting”) to be held in connection with to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the Merger and the related transactions (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”) and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the "“Registration Statement"”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will each shall use its their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each issuance of shares of Parent and Common Stock pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement.Registration

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement to be sent to the stockholders of the Company relating to the meetings meeting of the Company's shareholders and Parent's shareholders stockholders (the "COMPANY STOCKHOLDERS' MEETING") to be held in connection with the Merger to consider approval and the related transactions adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (together with any amendments thereof such proxy statement or supplements theretoinformation statement, as amended or supplemented, being referred to herein as the "Proxy StatementPROXY STATEMENT") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the "Registration StatementREGISTRATION STATEMENT") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders stockholders of the Company pursuant to the Merger. Each of Parent and the Company will each shall use its their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the Share Issuance. Each issuance of shares of Parent and Common Stock pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement.Registration

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint the proxy statement to be sent to the stockholders of the Company relating to the meetings meeting of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the related transactions stockholders (together with any amendments thereof adjournments or supplements theretopostponements thereof, the "Company Stockholders' Meeting") to be held to consider approval and adoption of this Agreement (such proxy statement, as amended or supplemented, being referred to herein as the "Proxy Statement") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders holders of the Company Shares pursuant to the Merger. Each of Parent and the Company will each shall use its their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal federal, state or state Canadian securities laws Laws in connection with the Share Issuance. Each issuance of shares of Parent and Common Stock pursuant to the Merger. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement to its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i1) Parent and the Company shall prepare prepare, in consultation with Parent, and file with the SEC a joint proxy statement relating to the meetings of the Company's shareholders and Parent's shareholders to be held in connection with the Merger and the related transactions (together with any amendments thereof or supplements thereto, the "Proxy StatementPROXY STATEMENT") relating to the meeting of the Company's shareholders (the "COMPANY SHAREHOLDERS' MEETING") to be held to consider approval of the Merger and adoption of this Agreement, and (ii2) Parent shall prepare prepare, in consultation with the Company, and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") Statement in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Shares to be issued to the shareholders of the Company pursuant to the Merger. Each of Parent and the Company will shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, practicable and, prior to the effective date of the Registration Statement, Parent shall use its reasonable best efforts to take all or any reasonable action required under any applicable federal or state securities laws in connection with the Share Issuanceissuance of Parent Common Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement.and