Common use of S-4 Clause in Contracts

S-4. (a) RoweCom and NewsEdge will cooperate in the preparation of the S-4, and RoweCom will file it with the SEC. The parties will use their best reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable. (b) Each of RoweCom and NewsEdge will promptly: (i) provide the other with drafts of all correspondence intended to be sent to the SEC in connection with the S-4, the Merger, or the other transactions contemplated by this Agreement, and will permit the other a reasonable opportunity to comment thereon prior to delivery to the SEC; (ii) notify the other promptly of the receipt of any comments of or requests by the SEC or any governmental official with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement; (iii) provide the other with copies of correspondence between such party and its representatives, on the one hand, and the SEC or members of its staff or any other appropriate governmental officials, on the other hand, with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement; (iv) use its best reasonable efforts to obtain and provide the information requested to be included in the S-4, to respond promptly to any comments made by the SEC or any other governmental official with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement, and to cause the applicable proxy statement contained within the S-4 to be mailed to its stockholders at the earliest practicable time; (v) advise the other of receiving notice of the time when the Registration Statement has become effective, of the issuance or any stop order, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the S-4 or for any additional information; and (vi) provide the other with copies of all documents of the types referred to in the definition of its "SEC Reports" that are filed by it with the SEC after the date hereof and prior to the Closing. (c) Each of RoweCom and NewsEdge warrants that none of the information provided or to be provided by it for inclusion in the S-4 will, at the time the S-4 is declared effective, or as of the time the proxy statement/prospectus is mailed to its or the other's stockholders, or as of the times of the respective meetings of its and the other's stockholders held in accordance with Section 7.2, 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 light of the circumstances under which they are made, not misleading.

S-4. (a) RoweCom Promptly after January 31, 2002, if the California Permit has not been issued by such date, Parent, Merger Sub and NewsEdge the Company will jointly prepare and file with the SEC the Information Statement forming part of the S–4. Parent, Merger Sub and the Company will use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date this Section 5.2.2 becomes applicable. Parent, Merger Sub and the Company will provide promptly to the other such information concerning its business and financial statements and affairs as is, in the reasonable judgment of the providing party or its counsel, required or appropriate for inclusion in the Information Statement and the S-4, or in any amendments or supplements thereto, and will cause their respective counsel and accountants to cooperate with one another in the preparation of the Information Statement and the S-4, and RoweCom will file it with the SEC. The parties will use their best reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable. (b) Each of RoweCom the Company and NewsEdge Parent will promptly: (i) provide the other with drafts of all correspondence intended to be sent to the SEC in connection with the S-4, the Merger, or the other transactions contemplated by this Agreement, and will permit the other a reasonable opportunity to comment thereon prior to delivery to the SEC; (ii) notify the other promptly of upon the receipt of any comments of or requests by the SEC or its staff or any governmental official with respect other government officials relating to the S-4Information Statement, the MergerS-4 or any amendment or supplement thereto, or the other transactions contemplated by this Agreement; (iii) provide and will supply the other with copies of all correspondence between such party and or any of its representatives, on the one hand, and the SEC or members of its staff or any other appropriate governmental government officials, on the other hand, with respect relating to the Information Statement, the S-4 or any amendment or supplement thereto. Whenever any event occurs which is required to be set forth in an amendment or supplement, the Information Statement or the S-4, the MergerCompany or Parent, or as the case may be, will promptly inform the other transactions contemplated by this Agreement; (iv) use its best reasonable efforts to obtain of such occurrence and provide the information requested to be included cooperate in the S-4, to respond promptly to any comments made by filing with the SEC or its staff or any other governmental official with respect government official, and/or furnishing to the S-4Company’s Stockholders, such amendment or supplement. No amendment or supplement to the Merger, Information Statement or the other transactions contemplated by this AgreementS-4 will be made without the approval of both the Company and Parent, which approval shall not be unreasonably withheld or delayed. The Company and to cause the applicable proxy statement contained within the S-4 to be mailed to its stockholders at the earliest practicable time; (v) Parent will each advise the other of receiving other, promptly after it receives notice thereof, of the time when the Registration Statement S-4 has become effectiveeffective or any supplement or amendment has been filed, of the issuance or of any stop order, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment of Information Statement or supplement of the S-4 or comments thereon and responses thereto or request by the SEC for any additional information; and (vi) provide . The Information Statement shall contain the other with copies of all documents recommendation of the types referred to in Company’s Board of Directors that the definition holders of its "SEC Reports" that are filed by it with Company Stock approve the SEC after Merger and this Agreement. Parent and Merger Sub will mail the date hereof and prior Information Statement to the Closing. (c) Each Company’s Stockholders at the addresses provided by the Company. To the extent required by applicable law, Parent will at its expense qualify the offer of RoweCom and NewsEdge warrants that none Parent Common Stock under the “blue sky” laws of any state of the information provided or to be provided by it for inclusion in the S-4 will, at the time the S-4 is declared effective, or as of the time the proxy statement/prospectus is mailed to its United States or the other's stockholdersDistrict of Columbia as necessary to consummate the Merger. If this Section 5.2.2 becomes applicable, or as of the times of the respective meetings of its and the other's stockholders held in accordance with Section 7.2, 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 light of the circumstances under which they are made, not misleadingparties will enter into indemnification agreement customary for similar S-4 transactions.