Common use of Registration Statement; Proxy Statements Clause in Contracts

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will USU and IWO shall prepare and USU shall file with the Commission the SEC a Registration Statement and on Form S-4 (including the Proxy Statement/Prospectus (as defined below) constituting a part thereof) in connection with the registration under the Securities Act of the offer and sale of USU Common Stock to be issued in the Merger (the "Registration Statement"). The Registration Statement will also serve as the joint proxy statement with respect to the USU Stockholders Meeting and, if IWO elects to solicit proxies, with respect to the IWO Common Stockholders Meeting (the "Proxy Statement/Prospectus"). Each of the Acquiror Companies USU and the Company IWO will use all its reasonable best efforts to have or cause the Registration Statement to become be declared effective as promptly as practicable, and will USU shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror USU Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts ; provided, that USU shall not be required to cause the Registration Statement qualify to remain effective through the Effective Time. Each do business in any jurisdiction in which it is not now so qualified to do business, to file a general consent to service of the Acquiror Companies and the Company will furnish all information concerning process in any jurisdiction in which it and the holders of its capital stock as the other may reasonably request is not now so qualified or to subject itself to taxation in connection with such actionsany jurisdiction in which it is not now so qualified to do business. As promptly as practicable after the Registration Statement shall have become been declared effective, the Company each of USU and the Acquiror will each IWO shall mail the Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' USU Stockholders Meeting or and the Acquiror Stockholders' IWO Common Stockholders Meeting, as applicable. Except Subject to the foregoing and Sections 6.01(a) and 6.01(b), as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Lawapplicable, the Proxy Statement will Statement/Prospectus shall include the recommendation of the CompanyIWO's Board of Directors in favor of approval of the Merger. Except as the Acquiror's Board Merger and adoption and approval of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include this Agreement and the recommendation of the AcquirorUSU's Board of Directors in favor of approval of the issuance of shares of Acquiror the USU Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Stockholders' Meeting with respect to the Share Issuance and in connection with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and Statement, being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies 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. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Acquiror's Stockholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will shall prepare and file with the Commission SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement and Statement"), containing (i) a proxy statement/prospectus for shareholders of the Company (the "Company Proxy Statement/Prospectus") in connection with the registration under the Securities Act of the offer, sale and delivery of Acquiror Common Stock to be issued in the Merger and the solicitation by the Company of proxies from its shareholders for approval of the Merger and (ii) a proxy statement for shareholders of Acquiror (the "Acquiror Proxy Statement") in connection with the solicitation by the Acquiror of proxies from its shareholders for approval of the Merger and the other transactions contemplated by this Agreement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such 50 actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each shall mail the Company Proxy Statement Statement/Prospectus to its respective stockholders shareholders entitled to notice of and to vote at the Company Stockholders' Shareholder Meeting or and Acquiror shall mail the Acquiror Stockholders' Proxy Statement to its shareholders entitled to notice of and to vote at the Acquiror Shareholder Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counselThe Company Proxy Statement shall, to be necessary to comply the extent consistent with its their fiduciary duty to stockholders as imposed by Lawduties, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the The Acquiror Proxy Statement will shall include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will and the Company shall prepare and file with the Commission a joint proxy statement and forms of proxy to be used in connection with the solicitation of proxies to be voted at the Acquiror Shareholders' Meeting with respect to the Share Issuance and in connections with the solicitation of proxies to be voted at the Company Stockholders' Meeting with respect to this Agreement (such joint proxy statement, together with any amendments thereof or supplements thereto effected on or prior to the effective date of the Registration Statement and being , being the "Joint Proxy Statement"). At such time as the Acquiror and the Company deem appropriate, the Acquiror shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement") containing the Joint Proxy Statement for stockholders of the Acquiror and the Company (the Joint Proxy Statement shall also constitute a prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Acquiror Common Stock to be issued pursuant to this Agreement in the Merger to stockholders of the Company and, together, they shall be referred to herein as the "Joint Proxy Statement/Prospectus"). Each of the Acquiror Companies 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. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of the Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, (x) the Acquiror shall mail the Joint Proxy Statement/Prospectus to its shareholders entitled to notice of and to vote at the Acquiror's Shareholders' Meeting and (y) the Company and the Acquiror will each shall mail the Joint Proxy Statement Statement/Prospectus to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice.

Registration Statement; Proxy Statements. (a) As promptly as practicable after the execution of this Agreement, the Acquiror Companies will prepare and file with the Commission the Registration Statement and Proxy Statement. Each of the Acquiror Companies and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and will take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. The Acquiror Companies will use all reasonable efforts to cause the Registration Statement to remain effective through the Effective Time. Each of the Acquiror Companies and the Company will furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Acquiror will each mail the Proxy Statement to its respective stockholders entitled to notice of and to vote at the Company Stockholders' Meeting or the Acquiror Stockholders' Meeting, as applicable. Except as the Company's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Company's Board of Directors in favor of the Merger. Except as the Acquiror's Board of Directors may otherwise determine in good faith, after consultation with outside counsel, to be necessary to comply with its fiduciary duty to stockholders as imposed by Law, the Proxy Statement will include the recommendation of the Acquiror's Board of Directors in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger. Subject in each case to compliance with their fiduciary duties to their stockholders, at the other's Stockholders' Meetings, each of the Acquiror and the Company shall vote in favor of approval and adoption of this Agreement or the issuance of Acquiror Common Stock in the Merger, as applicable, all Acquiror Common Stock or Company Common Stock, as the case may be, as to which it holds proxies at such time. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform the Acquiror, and the Company will undertake to amend or supplement the Proxy Statement accordingly. (c) If at any time prior to the Effective Time any event or circumstance relating to the Acquiror or any of its Affiliates, or to their respective officers or directors, should be discovered by the Acquiror that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Acquiror will promptly inform the Company, and they will undertake to amend or supplement the Registration Statement, the prospectus contained therein and/or the Proxy Statement accordingly. (d) No amendment or supplement to the Registration Statement or the Proxy Statement will be made by the Acquiror or the Company without prior consultation with the other party. The Acquiror and the Company each will advise the other, promptly after it receives notice.