Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will be included as a prospectusnotify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use commercially all reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and (including the Joint Proxy Statement/Prospectus Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SEC; (ii) , to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall will use commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, stockholders and the Company shall will use commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholdersshareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the The Company shall promptly furnish to the other Parent all information concerning such party the Acquired Corporations and its Subsidiaries and stockholders the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information information, that should be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) the Company shall promptly inform the other party thereof; (ii) Parent thereof and shall provide the other party (and its counsel) cooperate with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of Parent in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders shareholders of the Company or and the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this AgreementEach Party agrees to, Parent and the Company shall prepare and agrees to cause to be filed Newco to, cooperate with the SEC the Joint Proxy Statement/Prospectus other Party and Parent shall prepare Newco, and cause to be filed with the SEC the Form S-4 Registration Statementtheir Representatives, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each preparation and filing of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to comply with the applicable rules and regulations promulgated termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, BNY or Mellon without the SEC; (ii) to promptly notify approval of the other of, cooperate with Party (which approval shall not be unreasonably withheld or delayed) and its counsel. The Parties shall each other with respect cause Newco to and respond promptly use all reasonable efforts to any comments of cause the SEC or its staff; (iii) to have the Form S-4 Registration Statement to be declared effective under the Securities 1933 Act as promptly as practicable after it is filed with the SEC; filing thereof and (iv) to keep the Form S-4 Registration Statement effective through as long as necessary to consummate the Closing in order Merger and the transactions contemplated thereby. The Parties agree to, and to permit the consummation of the Merger. Parent shall cause Newco to, use commercially all reasonable efforts to obtain all Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and each Party agrees to, and agrees to cause Newco to, furnish all information concerning them and the holders of their capital stock as may be reasonably requested in connection with any such action. Newco will advise the Parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Parent Peoples and Limestone shall promptly cause the Company Registration Statement to be prepared and Peoples shall prepare and cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the Joint Proxy filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement/Prospectus . If, at any time after the Registration Statement is filed with the SEC, and Parent prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall prepare and promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC SEC. Upon the Form S-4 Registration Statementeffectiveness of such amendment, in which each of Limestone and Peoples (if prior to the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments meetings of the SEC or its staff; (iiishareholders pursuant to Section 6.02 hereof) to have the Form S-4 Registration Statement declared effective under the Securities Act will take all necessary action as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit an appropriate amendment or supplement to be transmitted to the consummation of the Mergershareholders entitled to vote at such meetings. Parent Peoples shall also use commercially reasonable best efforts to cause obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholderstransactions contemplated by this Agreement, and the Company Limestone shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other all information concerning such party Limestone and its Subsidiaries and stockholders that the holders of Limestone Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) Limestone and Peoples shall promptly inform each furnish the other party thereof; (ii) shall provide the with all information concerning each other party (and its counsel) with a reasonable opportunity to review directors, officers and comment on any amendment shareholders and such other matters as may be reasonably necessary or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed advisable in connection with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentRegistration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus Prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) to comply with the applicable rules and regulations promulgated by the SEC; (ii) , to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation . Each of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company shall use commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's parties' stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the The Company shall promptly furnish to the other Parent all information concerning such party the Company and its Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.16.1. If either Parent any event relating to the Company occurs, or if the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) the Company shall promptly inform the other party thereof; (ii) Parent thereof and shall provide the other party (and its counsel) cooperate with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of Parent in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or ParentCompany.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's ’s stockholders, and the Company shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's ’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish to the other party all information concerning such party and party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly soon as practicable after the date execution of this Agreement, Parent Omega and the Company Online shall prepare and cause to be filed file with the SEC preliminary proxy materials relating to the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent Shareholders Meetings and the Company shall use commercially reasonable efforts: (i) to cause vote of the Form S-4 Registration Statement shareholders of each of Omega and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other Online with respect to and respond promptly to any comments of the SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly As soon as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each following receipt of Parent and the Company shall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or SEC comments on the Joint Proxy Statement/Prospectus, then such party: (i) Omega and Online shall promptly inform file with the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement SEC definitive proxy materials relating to the Form S-4 Shareholders Meetings and Newco shall file with the SEC the Registration Statement or Statement, which shall include the Joint Proxy Statement/Prospectus prior as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Common Stock to it being filed be distributed to holders of Omega Common Stock and Online Common Stock pursuant to the Merger. Each of Newco, Omega and Online shall use its reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Joint Proxy Statement/Prospectus 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 Newco Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of Omega and Online shall (iiii) shall provide notify the other party 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 Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with a copy copies of such amendment all correspondence between it or supplement promptly 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 it is filed consultation with the SEC; and (iv) shall cooperateother such party, if appropriate, in mailing such amendment or supplement to respond promptly to any comments made by the SEC with respect to the stockholders Joint Proxy Statement/Prospectus (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 the Company Omega and Online shall mail or Parentcause to be mailed its Joint Proxy Statement/Prospectus to its respective shareholders.