Common use of Preparation of the Registration Statement Clause in Contracts

Preparation of the Registration Statement. 5.8.1 CTP shall, as soon as is reasonably practicable, prepare a prospectus/proxy statement (the "PROSPECTUS/PROXY STATEMENT") to be included in a registration statement on Form S-4 as promulgated by the SEC (the "REGISTRATION STATEMENT"). Once both Parties consent to the filing of the Registration Statement with the SEC (which consent shall not be unreasonably withheld), CTP shall file the Registration Statement with the SEC. CTP and Neurologix shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable thereafter and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Neurologix or CTP shall obtain knowledge of any information contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, the Party obtaining such knowledge will so advise the other Party in writing and both Neurologix and CTP will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the Prospectus/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Securities Act and Exchange Act, as the case may be. CTP and Neurologix shall cooperate in the preparation of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Registration Statement with the Staff of the SEC. Promptly after the Registration Statement is declared effective by the SEC, Neurologix shall use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to Neurologix's Stockholders in connection with the Merger and the transactions contemplated thereby. Promptly after the Registration Statement is declared effective by the SEC, CTP shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to CTP's stockholders in connection with the Merger and the transactions contemplated thereby, the Amendments and the election of directors as contemplated herein by Section 5.10.

Preparation of the Registration Statement. 5.8.1 CTP shall, as soon as is reasonably practicable, prepare a prospectus/proxy statement (Each of the "PROSPECTUS/PROXY STATEMENT") Parties agrees to be included cooperate in a the preparation of the registration statement on Form S-4 as promulgated by to be filed with the SEC by Parent with respect to the issuance of Parent Common Units in connection with the Merger (as amended or supplemented from time to time, the “Registration Statement”), including a joint proxy statement/information statement of the Partnership and Parent, other proxy solicitation materials of the Partnership, and prospectus of Parent constituting a part thereof (the "REGISTRATION STATEMENT"“Proxy/Information Statement”), and all related documents. Once both Provided each of the other Parties consent has cooperated in the preparation of the Registration Statement as provided in this Section 5.3(a), Parent shall use its reasonable best efforts to the filing of file the Registration Statement with the SEC (which consent as promptly as reasonably practicable following the Execution Date. Each of Parent and the Partnership shall not be unreasonably withheld), CTP shall file use its reasonable best efforts to cause the Registration Statement with the SEC. CTP and Neurologix shall use all reasonable efforts to have the Registration Statement be declared effective by under the SEC Securities Act as promptly as reasonably practicable thereafter after the filing thereof, and to maintain the effectiveness Registration Statement in effect until the earlier of the Registration Statement through consummation of the Effective TimeTransactions or the termination of this Agreement in accordance with Article VII. IfEach of the Parties also agrees to use its reasonable best efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to consummate the Transactions; provided, at however, that no such filings shall be required in any time prior jurisdiction where, as a result thereof, Parent would become subject to general service of process or to taxation or qualification to do business as a foreign corporation doing business in such jurisdiction solely as a result of such filing. Each of the Parties agrees to furnish to the Effective Timeother Parties all information concerning the Partnership Group Entities or the Parent Group Entities, Neurologix as applicable, and to take such other action as may be reasonably requested in connection with the foregoing. No filing of, or CTP shall obtain knowledge of any information contained in or omitted from the Registration Statement that would require an amendment or supplement to to, the Registration Statement or the Prospectusjoint Proxy/Proxy StatementInformation Statement will be made by Parent or the Partnership, the Party obtaining such knowledge will so advise in each case, without providing the other Party in writing Parties a reasonable opportunity to review and both Neurologix and CTP will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the Prospectus/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Securities Act and Exchange Act, as the case may be. CTP and Neurologix shall cooperate in the preparation of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Registration Statement with the Staff of the SEC. Promptly after the Registration Statement is declared effective by the SEC, Neurologix shall use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to Neurologix's Stockholders in connection with the Merger and the transactions contemplated thereby. Promptly after the Registration Statement is declared effective by the SEC, CTP shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to CTP's stockholders in connection with the Merger and the transactions contemplated thereby, the Amendments and the election of directors as contemplated herein by Section 5.10comment thereon.

Preparation of the Registration Statement. 5.8.1 CTP shall, as soon as is reasonably practicable, prepare a prospectus/proxy statement (the "PROSPECTUS/PROXY STATEMENT") to be included in a registration statement on Form S-4 as promulgated by the SEC (the "REGISTRATION STATEMENT"). Once both Parties consent to the filing of the Registration Statement with the SEC (which consent shall not be unreasonably withheld), CTP 5.3.1 Sub shall file the Registration Statement with the SECSEC within five Business Days after the execution of this Agreement. CTP Parent and Neurologix Sub shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable thereafter and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Neurologix Parent or CTP Sub shall obtain knowledge of any information contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, the Party obtaining such knowledge will so advise the other Party and Xxxxxxx in writing and both Neurologix Parent and CTP Sub will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the Prospectus/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Securities Act and Exchange Act, as the case may be. CTP and Neurologix shall cooperate in the preparation of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Registration Statement with the Staff of the SEC. Promptly after the Registration Statement is declared effective by the SEC, Neurologix Parent shall use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to Neurologix's Parent’s Stockholders in connection with the Merger and the transactions contemplated thereby. Promptly after the Registration Statement is declared effective by the SEC, CTP Sub shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to CTP's Sub’s stockholders in connection with the Merger and the transactions contemplated thereby, the Amendments and the election of directors as contemplated herein by Section 5.10.

Preparation of the Registration Statement. 5.8.1 CTP shall, as As soon as is reasonably practicablepracticable following the date of this Agreement, (a) Catalytica, Holdings, Worsley and the Companies shall prepare a prospectus/proxy statement (the "PROSPECTUS/PROXY STATEMENT") to be included in a registration statement on Form S-4 as promulgated by the SEC (the "REGISTRATION STATEMENT"). Once both Parties consent to the filing of the Registration Statement and file with the SEC (which consent shall not be unreasonably withheld)as part of the Registration Statement) the Proxy Statement/Prospectus relating to the stockholder Meeting of Catalytica and the issuance of Holdings Common Stock in the Merger and the Contribution, CTP shall and (b) Holdings will prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus in connection with the registration under the Securities Act of the shares of Holdings Common Stock to be issued in connection with the Merger and the Contribution. Each of Catalytica, Holdings, Worsley and the Companies shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 6.11, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Each of Catalytica, Holdings, Worsley and the Companies will respond to any comments from the SEC. CTP and Neurologix shall , will use all reasonable efforts to have cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as practicable thereafter after such filing and to maintain the effectiveness of keep the Registration Statement through effective as long as is necessary to consummate the Effective TimeMerger, the Contribution and the other transactions contemplated hereby. IfEach of Catalytica, at any time prior to Holdings, Worsley and the Effective Time, Neurologix or CTP shall obtain knowledge Companies will notify the other promptly upon the receipt of any information contained comments from the SEC or its staff in connection with the filing of, or omitted from amendments or supplements to, the Registration Statement that would require and/or the Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Catalytica, Holdings, Worsley or the Companies, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Catalytica or to Worsley, such amendment or supplement. Each of Holdings, Catalytica, Worsley and the Companies shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, the Party obtaining such knowledge will so advise the other Party in writing and both Neurologix and CTP will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the ProspectusProspect/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity prior to filing such with all applicable provisions of the Securities Act and Exchange Act, as the case may be. CTP and Neurologix shall cooperate in the preparation of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Registration Statement with the Staff of the SEC. Promptly Catalytica and Holdings will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC, Neurologix . Holdings shall also use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement, which shall include all information take any action required under applicable law to be furnished to Neurologix's Stockholders taken by it under any applicable state securities laws in connection with the Merger and the transactions contemplated thereby. Promptly after the Registration Statement is declared effective by the SEC, CTP shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Proxy Statement, which shall include all information required under applicable law to be furnished to CTP's stockholders issuance of Holdings Common Stock in connection with the Merger and the transactions contemplated therebyContribution, and Worsley the Amendments Companies shall furnish any information concerning Worsley and the election of directors Companies as contemplated herein by Section 5.10may be reasonably requested in connection with any such action.

Preparation of the Registration Statement. 5.8.1 CTP shallAND THE PROXY STATEMENT; THE COMPANY SHAREHOLDERS MEETING. (a) The Company and Acquiror shall use their reasonable best efforts to prepare and file with the SEC a preliminary Proxy Statement, in form and substance satisfactory to each of Acquiror and the Company and such registration statements under the Securities Act and Exchange Act as may be required (collectively, the "Registration Statement") as soon as is reasonably practicable, prepare a prospectus/proxy statement practicable following the date of this Agreement. Each of the Company and Acquiror shall promptly use its reasonable best efforts to (the "PROSPECTUS/PROXY STATEMENT"i) respond to be included in a registration statement on Form S-4 as promulgated by any comments of the SEC and (the "REGISTRATION STATEMENT"). Once both Parties consent to the filing of the Registration Statement with the SEC (which consent shall not be unreasonably withheld), CTP shall file the Registration Statement with the SEC. CTP and Neurologix shall use all reasonable efforts to ii) have the Registration Statement declared effective by under the SEC Securities Act and Exchange Act and the rules and regulations promulgated under such acts as promptly as practicable thereafter after such filing and to maintain the effectiveness of keep the Registration Statement through effective as long as is necessary to consummate the Effective TimeMerger. If, at any time prior The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Effective Time, Neurologix or CTP shall obtain knowledge of any information contained in or omitted from Company's shareholders as promptly as practicable after the Registration Statement that would require is declared effective under the Securities Act. The Company agrees to date its Proxy Statement as of the approximate date of mailing to the Company shareholders. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs with respect to the Registration Statement or to be set forth in an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, Acquiror or the Party obtaining such knowledge will so advise the other Party in writing and both Neurologix and CTP will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Prospectus/Proxy Statement. Neurologix shall promptly furnish to CTP all information concerning it as may be required for the Prospectus/Proxy Statement and any supplements or amendments thereto, including without limitation, financial statements in conformity with all applicable provisions of the Securities Act and Exchange ActCompany, as the case may be. CTP , shall promptly inform the other of such occurrences and Neurologix shall cooperate in filing with the preparation SEC and/or mailing to the shareholders of the Prospectus/Proxy Statement in a timely fashion and shall use all reasonable efforts Company such amendment or supplement to clear the Registration Statement with the Staff of the SEC. Promptly after the Registration Statement is declared effective by the SEC, Neurologix shall use all reasonable efforts to mail at the earliest practicable date to its Stockholders the Prospectus/Proxy Statement. Acquiror also shall take any action, which shall include all information if any, required under applicable law to be furnished to Neurologix's Stockholders taken under any applicable state securities or "blue sky" laws in connection with the Merger issuance of shares of beneficial interest of Acquiror pursuant to the Merger, and the transactions contemplated thereby. Promptly after the Registration Statement is declared effective by the SEC, CTP Company shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Prospectus/Proxy Statement, which shall include furnish all information required under applicable law concerning the Company and the holders of Company Shares and rights to acquire Company Shares as may be furnished to CTP's stockholders reasonably requested in connection with the Merger and the transactions contemplated thereby, the Amendments and the election of directors as contemplated herein by Section 5.10any such action.