Common use of Registration Statement; Proxy Statements Clause in Contracts

Registration Statement; Proxy Statements. (a) As soon as practicable after the execution of this Agreement, Company and Parent shall prepare, and Company shall file with the SEC preliminary proxy materials relating to a meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") and the vote of the stockholders of Company with respect to the Merger. In the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting (as defined in Section 5.7), Parent shall file with the SEC preliminary proxy materials (which may be contained in a joint proxy statement/prospectus together with the preliminary proxy materials relating to the Company Stockholders Meeting) relating to the Parent Stockholders Meeting (as defined in Section 7.1(f)) and the vote of the stockholders of Parent with respect to the proposed increase in authorized capital stock of Parent described in Section 6.1(a). As soon as practicable following receipt of SEC comments on the proxy statement/ prospectus (or joint proxy statement/prospectus or proxy statement for the Parent Stockholders Meeting, as the case may be) to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and, if applicable, the Stockholders of Parent in connection with the Parent Stockholders Meeting (such proxy statement/prospectus or joint proxy statement/prospectus (as the case may be), together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Proxy Statement"; and, together with any separate proxy statement relating to the Parent Stockholders Meeting, the "Proxy Statements"), Company shall file with the SEC definitive proxy materials relating to the Company Stockholders Meeting and Parent shall file with the SEC a registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement"), which shall include the Proxy Statement as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to the Merger; in the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting, Parent shall also file with the SEC definitive proxy materials relating thereto and shall include the Proxy Statements (in the case of a joint proxy statement/prospectus) in the Registration Statement. Each of Parent and Company shall use its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement or Proxy Statements, as the case may be, with the SEC) as promptly as practicable, and shall take any and all actions required under any applicable federal or state securities laws or blue sky laws in connection with the issuance of Parent Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, on the one hand, each of Parent and Company shall (i) notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to, the Proxy Statement (or Proxy Statements, as the case may be) or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the SEC with respect to the Proxy Statement or Proxy Statements, as the case may be (including each preliminary version thereof), and the Registration Statement (including each amendment thereof and supplement thereto). As promptly as practicable after the Registration Statement shall have become effective, each of Company and Parent shall mail or cause to be mailed its Proxy Statement (if any, in the case of Parent) to its stockholders.

Registration Statement; Proxy Statements. (a) As soon promptly as practicable after the execution date of this AgreementPlan, Company and Parent the Acquiror shall prepareprepare a registration statement on Form S-4 (such registration statement, and Company shall file together with any amendments thereof or supplements thereto, being the "Registration Statement"), which, with the SEC preliminary assistance of the Company, shall contain a prospectus/proxy materials statement relating to a meeting the vote of Company's stockholders to consider shareholders of the Merger Company at the Company Shareholders' Meeting (the "Prospectus/Proxy Statement"), in connection with the registration under the Securities Act of the offering, sale and delivery of Acquiror Common Stock to be issued in the Merger pursuant to this Plan. As promptly as practicable after the date of this Plan, the Company Stockholders Meeting") shall assist the Acquiror in preparing the Prospectus/Proxy Statement and shall, pursuant to the Proxy Rules under the Exchange Act, file the same, in preliminary form, with the Commission, together with a form of proxy, in connection with the vote of the stockholders of Company Company's shareholders with respect to the Merger. In the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting (as defined in Section 5.7), Parent shall file with the SEC preliminary proxy materials (which may be contained in a joint proxy statement/prospectus together with the preliminary proxy materials relating to the Company Stockholders Meeting) relating to the Parent Stockholders Meeting (as defined in Section 7.1(f)) and the vote of the stockholders of Parent with respect to the proposed increase in authorized capital stock of Parent described in Section 6.1(a). As soon as practicable following receipt of SEC comments on the proxy statement/ prospectus (or joint proxy statement/prospectus or proxy statement for the Parent Stockholders Meeting, as the case may be) to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and, if applicable, the Stockholders of Parent in connection with the Parent Stockholders Meeting this Plan (such proxy statementProspectus/prospectus or joint proxy statement/prospectus (as the case may be)Proxy Statement, together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaidmailed to the Company's shareholders, being the "Company Proxy Statement"; and). The Acquiror and the Company agree to use all reasonable efforts to effect such filing on or before June 17, together with any separate proxy statement relating 1997 and to mail such Prospectus/Proxy Statement to the Parent Stockholders Meetingshareholders of the Company on or before July 30, 1997; provided, however, that neither party shall be compelled by such undertaking to make any concession to any Governmental Authority that it in good faith regards as inappropriate. As soon as reasonably appropriate, the "Proxy Statements"), Company Acquiror shall file the Registration Statement with the SEC definitive proxy materials relating to the Company Stockholders Meeting and Parent shall file with the SEC a registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement"), which shall include the Proxy Statement as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be distributed to holders of Company Common Stock Commission pursuant to the Merger; in registration provisions of the event that Parent fails to obtain Securities Act. The Acquiror and the Parent Stockholder Approval at the June 25 Meeting, Parent shall also file with the SEC definitive proxy materials relating thereto and shall include the Proxy Statements (in the case of a joint proxy statement/prospectus) in the Registration Statement. Each of Parent and Company shall will use its all reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement or Proxy Statements, as the case may be, with the SEC) as promptly as practicable, and shall take any and all actions action required to be taken under any applicable federal or state securities laws or blue sky laws Laws in connection with the issuance of Parent shares of Acquiror Common Stock pursuant to in the Merger. Without limiting the generality Each of the foregoing, on Acquiror Companies and the one hand, each of Parent and Company shall (i) notify furnish all information concerning it and the holders of its capital stock as the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral may reasonably request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to, the Proxy Statement (or Proxy Statements, as the case may be) or the Registration Statement, and shall promptly supply the other in connection with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the SEC with respect to the Proxy Statement or Proxy Statements, as the case may be (including each preliminary version thereof), and the Registration Statement (including each amendment thereof and supplement thereto)actions. As promptly as practicable after the Registration Statement shall have become effective, each of the Company and Parent shall mail or cause to be mailed its the Company Proxy Statement (if any, in the case of Parent) to its stockholdersshareholders entitled to notice of and to vote at the Company Shareholders' Meeting.

Registration Statement; Proxy Statements. (a) As soon as practicable after the execution of this Agreement, Company and Parent shall prepare, and Company shall file with the SEC preliminary proxy materials relating to a meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") and the vote of the stockholders of Company with respect to the Merger. In the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting (as defined in Section 5.7), Parent shall file with the SEC preliminary proxy materials (which may be contained in a joint proxy statement/prospectus together with the 33 39 preliminary proxy materials relating to the Company Stockholders Meeting) relating to the Parent Stockholders Meeting (as defined in Section 7.1(f)) and the vote of the stockholders of Parent with respect to the proposed increase in authorized capital stock of Parent described in Section 6.1(a). As soon as practicable following receipt of SEC comments on the proxy statement/ prospectus (or joint proxy statement/prospectus or proxy statement for the Parent Stockholders Meeting, as the case may be) to be sent to the stockholders of Company in connection with the Company Stockholders Meeting and, if applicable, the Stockholders of Parent in connection with the Parent Stockholders Meeting (such proxy statement/prospectus or joint proxy statement/prospectus (as the case may be), together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Proxy Statement"; and, together with any separate proxy statement relating to the Parent Stockholders Meeting, the "Proxy Statements"), Company shall file with the SEC definitive proxy materials relating to the Company Stockholders Meeting and Parent shall file with the SEC a registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement"), which shall include the Proxy Statement as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be distributed to holders of Company Common Stock pursuant to the Merger; in the event that Parent fails to obtain the Parent Stockholder Approval at the June 25 Meeting, Parent shall also file with the SEC definitive proxy materials relating thereto and shall include the Proxy Statements (in the case of a joint proxy statement/prospectus) in the Registration Statement. Each of Parent and Company shall use its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement or Proxy Statements, as the case may be, with the SEC) as promptly as practicable, and shall take any and all actions required under any applicable federal or state securities laws or blue sky laws in connection with the issuance of Parent Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, on the one hand, each of Parent and Company shall (i) notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC or any other governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to, the Proxy Statement (or Proxy Statements, as the case may be) or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or any other governmental official, on the other hand, with respect to any of the foregoing filings, and (ii) use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the SEC with respect to the Proxy Statement or Proxy Statements, as the case may be (including each preliminary version thereof), and the Registration Statement (including each amendment thereof and supplement thereto). As promptly as practicable after the Registration Statement shall have become effective, each of Company and Parent shall mail or cause to be mailed its Proxy Statement (if any, in the case of Parent) to its stockholders.