Common use of Preparation of Registration Statement and Information Statement/Proxy Statement; Required New Core Vote Clause in Contracts

Preparation of Registration Statement and Information Statement/Proxy Statement; Required New Core Vote. (a) Subject to the prior approval of the Board of Directors of Rurban, RDSI shall prepare and file with the SEC a registration statement to register the RDSI Common Stock under the Exchange Act (including all amendments and supplements thereto, the “Registration Statement”), and shall use its reasonable efforts to cause the Registration Statement to become effective under the Exchange Act. The Registration Statement shall include as an exhibit thereto the joint information statement/proxy statement to be delivered to Rurban shareholders in connection with the Spin-Off and to New Core shareholders in connection with the Merger (including all amendments and supplements thereto, the “Information Statement/Proxy Statement”). New Core shall furnish to RDSI all information concerning New Core as is required by the SEC in connection with the preparation of the Information Statement/Proxy Statement and the Registration Statement. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Information Statement/Proxy Statement and the Registration Statement, and advise one another of any oral comments received from the SEC with respect to the Information Statement/Proxy Statement and the Registration Statement. The parties shall cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Information Statement/Proxy Statement or the Registration Statement. Each of RDSI and New Core will use its reasonable efforts to cause the Information Statement/Proxy Statement to be mailed to its shareholders promptly after the Registration Statement becomes effective under the Exchange Act. The Information Statement/Proxy Statement and the Registration Statement shall comply as to form in all material respects with the applicable rules and regulations promulgated by the SEC. (b) New Core shall use its reasonable efforts to obtain the Required New Core Vote to approve and adopt this Agreement and the Merger in compliance with the FBCA as soon as practicable following the delivery of the Information Statement/Proxy Statement to the New Core shareholders in accordance with Section 7.1(a) by either (i) delivering requests for written consents from the New Core shareholders in compliance with the FBCA (the “New Core Written Consents”) and by delivering any and all notices to the New Core shareholders, and taking any and all other actions, required under the FBCA in connection with the solicitation of such New Core Written Consents, or (ii) by duly calling and holding a meeting of the New Core shareholders (the “New Core Shareholders Meeting”) and submitting for a vote by the New Core shareholders the approval and adoption of this Agreement and the Merger. (c) If, at any time after the mailing of the definitive Information Statement/Proxy Statement, any event should occur that results in the Information Statement/Proxy Statement or the Registration Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Information Statement/Proxy Statement or the Registration Statement, the parties shall promptly notify the other parties of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement and, if required, each of Rurban and New Core shall mail to its shareholders each such amendment or supplement. (d) RDSI and New Core expect that the shares of RDSI Common Stock to be issued to New Core shareholders in the Merger will be issued in reliance upon exemptions from registration under the federal securities laws and under the securities laws of various states. RDSI shall, at RDSI’s sole cost and expense, use its reasonable efforts to take or cause to be taken all such actions as may be necessary or appropriate for the issuance of the shares of RDSI Common Stock to qualify for such exemptions from registration, including, without limitation, preparing and filing any required forms, notices or other documents with the SEC and/or applicable state securities authorities. New Core shall cooperate with RDSI in connection with any such filings and shall use its reasonable efforts to take any actions reasonably requested by RDSI in connection with RDSI’s reliance on the exemptions from registration as contemplated by this Section 7.1(d). (e) Notwithstanding anything herein to the contrary, if RDSI determines at any time following approval by the Board of Directors of Rurban to proceed with the Spin-Off (or to proceed with appropriate securities law filings related to the Spin-Off and/or the Merger) that registration under the Securities Act of the issuance of the shares of RDSI Common Stock in the Merger is necessary or appropriate, whether because of the unavailability of exemptions from registration thereunder or otherwise, RDSI shall prepare and file with the SEC a registration statement under the Securities Act and use its reasonable efforts to have such registration declared effective under the Securities Act promptly after such filing and to keep such registration statement effective so long as is necessary to consummate the transactions contemplated by this Agreement. New Core shall furnish to RDSI all information concerning New Core as is required by the SEC in connection with the preparation of such registration statement and shall cooperate with RDSI in connection with the filing of any such registration statement, including any amendment or supplement thereto and any responses to comments received from the SEC with respect thereto.