Common use of Preparation of Registration Statement Clause in Contracts

Preparation of Registration Statement. Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders Meeting and the Bergen Shareholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal shall cooperate with Bergen in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 above. Cardinal also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the Merger.

Preparation of Registration Statement. Cardinal shallAs promptly as practicable following the date hereof, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders Meeting Parent and the Bergen Shareholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal GrafTech shall prepare and will file with the SEC a registration statement on Form S-4 (or other appropriate form) registering the shares of Parent Stock issuable in the GrafTech Merger (the “Registration Statement”). Parent and GrafTech shall provide the Partnership and its counsel a reasonable opportunity to review and comment on the Registration Statement (and any amendments or supplements thereto) prior to the filing thereof with the Commission as soon as is reasonably practicable following clearance SEC. Parent and GrafTech shall respond to any comments of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen SEC and shall use all their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act by the Commission SEC as promptly as practicable after such filing, including making such deliveries as may be required by the SEC, including delivering such opinions or other related documentation as necessary and to maintain mail the effectiveness of Prospectus to be included therein to GrafTech stockholders. Parent and GrafTech shall use their reasonable best efforts to keep the Registration Statement through effective as long as is necessary to consummate the Effective TimeGrafTech Merger. As promptly as practicable following the date hereof, each of Parent and GrafTech shall make all other filings required to be made by it with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” Laws and the rules and regulations thereunder. The Registration Statement and such filings shall comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. Each of Parent and GrafTech shall, as promptly as practicable after receipt thereof, provide the Partnership and its counsel with copies of any written comments and all other correspondence with the SEC or any other governmental officials, and advise the Partnership and its counsel of any oral comments, with respect to the Registration Statement (or any amendment or supplement thereto) received from the SEC or other Governmental Authority. Each of Parent and GrafTech will advise the Partnership and its counsel, 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 such Parent Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of or supplement to the Registration Statement. Each of Parent, GrafTech and the Partnership shall ensure that information supplied by it for inclusion or incorporation in such Registration Statement does not at the time the Registration Statement is declared effective by the SEC 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 were made, not misleading. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining relating to Cardinal contained Parent, GrafTech or the Partnership, or any of their respective Affiliates, officers or directors, is discovered by Parent, GrafTech or the Partnership that should be set forth in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement that the Registration Statement and/or would not include any misstatement of a material fact or omit to state any material fact necessary to make the Joint Proxy Statement. Cardinal statements therein, in light of the circumstances under which they were made, not misleading, the party hereto discovering such information shall promptly furnish notify the other parties and, to Bergen all the extent required by Law, Parent and GrafTech shall cause an appropriate amendment or supplement describing such information concerning it as may to be promptly filed with the SEC and, to the extent required by Law disseminated to the GrafTech stockholders. No amendment or supplement to the information supplied by the Partnership for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal shall cooperate with Bergen inclusion in the preparation Registration Statement shall be made without the approval of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 above. Cardinal also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the MergerPartnership.

Preparation of Registration Statement. Cardinal shall(a) Parent shall promptly prepare and file with the SEC (with the Company’s reasonable cooperation) the Registration Statement; provided, however, that Parent shall furnish the Registration Statement to the Company and give the Company and its legal counsel and other advisors a reasonable opportunity to review the Registration Statement prior to filing with the SEC and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. The Parent shall notify the Company of the receipt of any comments of the SEC staff with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company, as soon promptly as is reasonably practicable, prepare copies of all written correspondence between Parent or any Representative thereof and the Joint Proxy SEC with respect to the Registration Statement. If comments are received from the SEC staff with respect to the Registration Statement, Parent shall respond as promptly as reasonably practicable to the comments of the SEC. Parent shall provide the Company and its legal counsel with a reasonable opportunity to review any amendment or supplement to the Registration Statement for prior to filing with the Commission on a confidential basisSEC and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Consistent Parent shall promptly provide the Company with such information as may be required to be included in the timing for Registration Statement or as may be reasonably required to respond to any comment of the Cardinal Shareholders Meeting SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Bergen Shareholders Meeting as determined Registration Statement has been included therein by CardinalParent, subject to the consent of Bergen (which Parent shall not be unreasonably withheld), Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and use its reasonable approval of the Joint Proxy Statement by Bergen and shall use all reasonable best efforts to have the Registration Statement declared effective by under the Commission U.S. Securities Act as promptly as practicable and after such filing (including by responding to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted comments from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal shall cooperate with Bergen in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 above. Cardinal also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the MergerSEC).

Preparation of Registration Statement. Cardinal shallNovastar shall prepare and file with the SEC, as soon as is reasonably practicablepracticable after the date hereof, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders Meeting and the Bergen Shareholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission Statement. Novastar and reasonable approval of the Joint Proxy Statement by Bergen and Thorium Power shall use all their commercially reasonable efforts to have the Registration Statement declared effective by the Commission SEC as promptly as practicable after such filing and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal Thorium Power will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal shall cooperate with Bergen Novastar in the preparation of such Registration Statement. As soon as practicable following the Joint Proxy Statement in a timely fashion date hereof, Thorium Power shall deliver to Novastar such audited financial statements as are required by the rules and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff regulations of the Commission, such Joint Proxy Statement to include SEC for inclusion in the recommendation of the Cardinal Board of Directors referred to in Section 3.12 aboveRegistration Statement. Cardinal Novastar shall also shall take such other reasonable actions any action (other than qualifying as a foreign corporation or taking any action which would subject it to do business taxation or service of process in any jurisdiction in which it where Novastar is not now so qualifiedqualified or subject) required to be taken under any applicable state blue sky or provincial or federal securities laws in connection with the issuance of Cardinal Novastar Common Shares Stock in connection with the Merger. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Registration Statement, Novastar shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Novastar, Thorium Power and Acquisition Sub shall cooperate with each other in the preparation of the Registration Statement and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Novastar or Thorium Power, as the case may be, or any of their respective Representatives and the SEC with respect to the Registration Statement. Novastar shall give Thorium Power and its counsel the opportunity to review the Registration Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of Thorium Power, Novastar and Acquisition Sub agrees to use its commercially reasonable efforts, after consultation with the other Parties, to respond promptly to all such comments of and requests by the SEC and to cause the Registration Statement to be declared effective by the SEC at the earliest practicable time and to be kept effective as long as is necessary to consummate the Merger.

Preparation of Registration Statement. Cardinal shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basisbasis (unless Cardinal shall reasonably determine, in consultation with Allegiance, that it is appropriate to file the Joint Proxy Statement with the Commission on a non-confidential basis as the Registration Statement) and shall file the Joint Proxy Statement. Consistent with the timing for the Cardinal Shareholders Meeting and the Bergen Shareholders Allegiance Stockholders Meeting as determined by Cardinal, subject to the consent of Bergen (which shall not be unreasonably withheld)Cardinal after consultation with Allegiance, Cardinal shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all its reasonable best efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal will so advise Bergen Allegiance in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal shall promptly furnish to Bergen Allegiance all information concerning it as may be required for supplementing the Joint Proxy Statement and any supplements or amendments theretoStatement. Cardinal shall cooperate with Bergen Allegiance in the preparation of the Joint Proxy Statement in a timely fashion and shall use all its reasonable best efforts to assist Bergen Allegiance in clearing the Joint Proxy Statement with the Staff of the Commission. Consistent with the timing of the Cardinal Shareholders Meeting and the Allegiance Stockholder Meeting, such Cardinal shall use all reasonable best efforts to mail at the earliest practicable date to Cardinal Shareholders the Joint Proxy Statement, which Joint Proxy Statement shall include all information required under Applicable Law to be furnished to Cardinal Shareholders in connection with the Share Issuance and shall include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 abovethat the Cardinal Shareholders approve the Share Issuance. Cardinal shall also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Common Shares in the Merger.. No filing of, or amendment or supplement to, the Registration Statement or to the Joint Proxy Statement will be made by Cardinal without providing Allegiance the opportunity to review and comment thereon. Cardinal will advise Allegiance, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Cardinal Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the Commission for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Commission for additional information. Cardinal will hold the Cardinal Shareholders Meeting no later than the date of the Allegiance Stockholder Meeting and as soon as practicable after the date hereof

Preparation of Registration Statement. Cardinal shall(a) As promptly as reasonably practicable following the execution and delivery of this Agreement, Parent shall prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as soon as is reasonably practicableamended or supplemented from time to time, prepare and including the Joint Proxy Statement for filing contained therein, the “Registration Statement”) in connection with the Commission on a confidential basisregistration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Consistent with the timing for the Cardinal Shareholders Meeting Each of Parent and the Bergen Shareholders Meeting as determined by Cardinal, subject Company shall use its reasonable best efforts to cooperate in the consent preparation of Bergen (which shall not be unreasonably withheld), Cardinal shall prepare and file the Registration Statement and the Proxy Statement and any other documents and to cause the Registration Statement and the Proxy Statement to comply with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement rules and regulations promulgated by the Commission and reasonable approval of the Joint Proxy Statement by Bergen and shall use all reasonable efforts SEC, to have the Registration Statement declared effective by under the Commission Securities Act as promptly as practicable after such filing and to maintain keep the effectiveness Registration Statement effective as long as is necessary to consummate the Merger. In addition to Section 5.5(b), each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement through and the Effective TimeProxy Statement. If, at any time prior to the Effective Time, Cardinal shall obtain knowledge of any information pertaining to Cardinal contained in or omitted from Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to stockholders of Parent. (b) Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed) the filing of the Registration Statement, the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final. Parent shall provide the Company with copies of any written comments or notices and shall inform the Company of any oral comments or notices that would require Parent receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed), any response to such comments with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. Each of Parent and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Special Meeting, 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. (c) If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with the Joint SEC and to be disseminated to the holders of shares of Parent Common Stock, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Organizational Documents. (d) Each of Parent and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, Cardinal will so advise Bergen in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or or any other statement, filing, notice or application made by or on behalf of Parent or the Joint Proxy Statement. Cardinal shall promptly furnish Company or their respective Subsidiaries, as applicable, to Bergen all information concerning it as may be required for the Joint Proxy Statement and any supplements SEC or amendments thereto. Cardinal shall cooperate with Bergen in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal Board of Directors referred to in Section 3.12 above. Cardinal also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws Nasdaq in connection with the Transactions (including any amendment or supplement to the Proxy Statement or the Registration Statement). To the extent not prohibited by Law, Parent will advise the Company, reasonably promptly after Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of Cardinal any stop order or the suspension of the qualification of the Parent Common Shares Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or other document filed with the SEC in connection with the Transactions for additional information. (e) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the Parent Certificate of Incorporation), including the Merger, and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Parent Restated Charter (the “Amendment Proposal”) and each change to the Parent Restated Charter that is required to be separately approved, (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of the Merger Consideration together with the Parent Common Stock pursuant to the Subscription Agreements (the “NASDAQ Proposal”), (iv) approval and adoption of the Parent Incentive Plan and Parent ESPP (the “Parent Incentive Plan Proposal”), (v) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, the NASDAQ Proposal and Parent Incentive Plan Proposal, the “Proposals”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent’s stockholders at the Special Meeting.

Preparation of Registration Statement. Cardinal USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders USF Stockholders Meeting and the Bergen Shareholders Meeting as determined by CardinalCulligan Stockholders Meeting, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal USF shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen Culligan and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal USF shall obtain knowledge of any information pertaining to Cardinal USF contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal USF will so advise Bergen Culligan in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal USF shall promptly furnish to Bergen Culligan all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal USF shall cooperate with Bergen Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen Culligan in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal USF Board of Directors referred to in Section 3.12 aboveabove (to the extent not previously withdrawn in compliance with Section 5.2(a)) and the written opinions of Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Smith ▇▇▇▇▇▇. Cardinal also shall take ▇SF ▇▇▇▇ sha▇▇ ▇▇▇▇ such other reasonable actions action▇ (other than ▇▇▇▇▇ ▇▇▇▇ qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Shares of USF Common Shares Stock in the Merger.

Preparation of Registration Statement. Cardinal USF shall, as soon as is reasonably practicable, prepare the Joint Proxy Statement for filing with the Commission on a confidential basis. Consistent with the timing for the Cardinal Shareholders USF Stockholders Meeting and the Bergen Shareholders Meeting as determined by CardinalCulligan Stockholders Meeting, subject to the consent of Bergen (which shall not be unreasonably withheld), Cardinal USF shall prepare and file the Registration Statement with the Commission as soon as is reasonably practicable following clearance of the Joint Proxy Statement by the Commission and reasonable approval of the Joint Proxy Statement by Bergen Culligan and shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. If, at any time prior to the Effective Time, Cardinal USF shall obtain knowledge of any information pertaining to Cardinal USF contained in or omitted from the Registration Statement that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, Cardinal USF will so advise Bergen Culligan in writing and will promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Cardinal USF shall promptly furnish to Bergen Culligan all information concerning it as may be required for the Joint Proxy Statement and any supplements or amendments thereto. Cardinal USF shall cooperate with Bergen Culligan in the preparation of the Joint Proxy Statement in a timely fashion and shall use all reasonable efforts to assist Bergen Culligan in clearing the Joint Proxy Statement with the Staff of the Commission, such Joint Proxy Statement to include the recommendation of the Cardinal USF Board of Directors referred to in Section 3.12 aboveabove (to the extent not previously withdrawn in compliance with Section 5.2(a)) and the written opinions of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney. Cardinal USF also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Cardinal Shares of USF Common Shares Stock in the Merger.