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, in each case, in preliminary form. Each of the parties shall use 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 (including providing the other Party a reasonable opportunity to review and comment on such response); (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 First Merger. Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company shall use reasonable best 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 the Parties shall promptly furnish the other Parties all information concerning such Party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon. If any Party 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) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of Parent.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate to 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, in each case, in preliminary form. Each of Parent and the parties 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, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (including providing iii) to provide the other Party party (and its counsel) with a reasonable opportunity to review and comment on the Form X-0 00 Xxxxxxxxxxxx Xxxxxxxxx and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such response)document with the SEC; (iiiiv) to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (ivv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the First Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, 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, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Parties Company shall promptly furnish the other Parties party all information concerning such Partyparty, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by If either Parent without providing or the Company with a reasonable opportunity to review and comment thereon. If any Party 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 Partyparty: (i) shall promptly inform the other Party party thereof; (ii) shall provide the other Party 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 party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of 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 NB&T Financial 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 NB&T Financial 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 NB&T Financial or Peoples is discovered by NB&T Financial 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 NB&T Financial and Peoples (if prior to the Joint Proxy Statement/Prospectus will be included as a prospectus, in each case, in preliminary form. Each meetings of the parties shall use reasonable best efforts: (ishareholders pursuant to Section 6.02 hereof) 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 (including providing the other Party a reasonable opportunity to review and comment on such response); (iii) 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 First Mergershareholders entitled to vote at such meetings. Parent Peoples shall also use 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 NB&T Financial shall use reasonable best 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 the Parties shall promptly furnish the other Parties all information concerning such Party, its Subsidiaries NB&T Financial and stockholders that the holders of NB&T Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review NB&T Financial and comment thereon. If any Party 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) 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) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of ParentRegistration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Parent Peoples and Premier Financial 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 Premier Financial shall use their Table of Contents 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 Premier Financial or Peoples is discovered by Premier Financial 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 Premier Financial and Peoples (if prior to the Joint Proxy Statement/Prospectus will be included as a prospectus, in each case, in preliminary form. Each meetings of the parties shall use reasonable best efforts: (ishareholders pursuant to Section 6.02 hereof) 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 (including providing the other Party a reasonable opportunity to review and comment on such response); (iii) 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 First Mergershareholders entitled to vote at such meetings. Parent Peoples shall also use 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 Premier Financial shall use reasonable best 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 the Parties shall promptly furnish the other Parties all information concerning such Party, its Subsidiaries Premier Financial and stockholders that the holders of Premier Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review Premier Financial and comment thereon. If any Party 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) 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) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of 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 together with the Joint Proxy Statement/Prospectus will be included as a prospectusand any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in each case, in preliminary formconnection with the Merger and the transactions contemplated by this Agreement ("OTHER FILINGS"). Each of Parent and the parties shall use reasonable best efforts: (i) Company will notify 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 cause the Form S-4 Registration Statement and 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 all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/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 (including providing the other Party a reasonable opportunity to review and comment on such response); (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 First Merger. Parent shall will use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, 's stockholders and the Company shall will use all 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 the Parties The Company shall promptly furnish the other Parties to Parent all information concerning such Party, its Subsidiaries the Company and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon6.1. If any Party event relating to the Company 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) SEC and, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders 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 Agreement, Parent Parent, TriQuint and the Company RFMD 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, in each case, in preliminary form. Each of the parties shall use 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 (including providing the other Party a reasonable opportunity to review and comment on such response)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 First Merger. Parent TriQuint shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to ParentTriQuint’s stockholders, and the Company RFMD shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the CompanyRFMD’s stockholdersshareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Parties parties shall promptly furnish the other Parties parties all information concerning such Partyparty, its Subsidiaries and shareholders or stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon. If any Party 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) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of Parent.connection

Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Statement/ Prospectus and Parent CancerVax shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Statement/ Prospectus will be included as a prospectus, in each case, in preliminary form. Each of the parties Parties shall use commercially reasonable best efforts: (i) efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/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 (including providing the other Party a reasonable opportunity to review and comment on such response); (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 . Each of the First Merger. Parent Parties shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Statement/ Prospectus to be mailed to Parent’s stockholders, and the Company shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the CompanyCancerVax’s stockholders, stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Parties Party shall promptly furnish to the other Parties Party all information concerning such Party and such Party, its Subsidiaries ’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing If any event relating to any of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon. If any Party Micromet Parties occurs, or if Micromet becomes aware of any information information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Statement/ Prospectus, then such Party: (i) Micromet shall promptly inform the other Party thereof; (ii) CancerVax 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 CancerVax in filing such amendment or supplement promptly after it is filed with the SEC; and (iv) SEC and, if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of 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 Premier Financial 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 Premier Financial 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 Premier Financial or Peoples is discovered by Premier Financial 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 Premier Financial and Peoples (if prior to the Joint Proxy Statement/Prospectus will be included as a prospectus, in each case, in preliminary form. Each meetings of the parties shall use reasonable best efforts: (ishareholders pursuant to Section 6.02 hereof) 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 (including providing the other Party a reasonable opportunity to review and comment on such response); (iii) 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 First Mergershareholders entitled to vote at such meetings. Parent Peoples shall also use 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 Premier Financial shall use reasonable best 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 the Parties shall promptly furnish the other Parties all information concerning such Party, its Subsidiaries Premier Financial and stockholders that the holders of Premier Financial Common Stock as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review Premier Financial and comment thereon. If any Party 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) 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) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company or the stockholders of ParentRegistration Statement.