Common use of Preparation of Registration Statements Clause in Contracts

Preparation of Registration Statements. (a) Following the date of this Agreement, Parent shall promptly prepare, with the cooperation and assistance of (and after review by) the Company and its counsel and accountant and cause to be filed with the SEC, a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Mergers (the “Form S-4” or “Registration Statement”). Parent shall use its reasonable best efforts to file the Form S-4 with the SEC as promptly as reasonably practicable after the date of this Agreement and to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4, and the Registration Statement shall include all information reasonably requested by such other party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement and shall provide the Company with copies of any correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement. Notwithstanding the foregoing, prior to filing or mailing the Registration Statement (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response, (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included in the Per Share Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with any of the Mergers and the issuance of the shares of Parent Common Stock included in the Per Share Merger Consideration. (b) Each of Parent and each Merger Sub agrees that none of the information supplied or to be supplied by or on behalf of Parent or any Merger Sub for inclusion or incorporation by reference in the Registration Statement will, at the time such Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in a Registration Statement, which is required to be described in an amendment of, or a supplement to, the Registration Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Registration Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.7(b) shall limit the obligations of any party under Section 6.7(a). (c) The Company agrees that none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement will, at the time such Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in a Registration Statement, which is required to be described in an amendment of, or a supplement to, such Registration Statement, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to such Registration Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.7(c) shall limit the obligations of any party under Section 6.7(a). (d) The Company and SCCII shall solicit the Required Stockholder Approval via written consent as soon as prudently practicable after the Form S-4 becomes effective. In connection therewith, as promptly as practicable after the Form S-4 becomes effective, the board of directors of the Company shall set a record date for determining the stockholders entitled to provide such written consent. The prospectus included in the Form S-4 shall also constitute a consent solicitation statement for the foregoing written consent (the “Consent Solicitation Statement/Prospectus”). As promptly as practicable after the Form S-4 becomes effective, the Company and SCCII shall cause the Consent Solicitation Statement/Prospectus to be mailed to their respective holders, along with the Letter of Transmittal. The Company shall, through its board of directors, recommend to its stockholders that they give the Required Stockholder Approval and shall include such recommendation in such consent solicitation, subject to the board of directors right to effect a change in recommendation if required pursuant to the board of directors’ fiduciary duties under applicable Law. The Company will provide Parent with copies of all stockholder consents it receives. If the Required Stockholder Approval is obtained, then promptly following the receipt of the required written consents, the Company will prepare (subject to the reasonable approval of Parent) and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL. (e) Parent shall promptly prepare and submit to the NYSE a listing application covering the shares of Parent Common Stock issuable in the Mergers, and shall use reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing. (f) Promptly following the date of this Agreement, and in any event within five (5) Business Days of the date hereof, the Company shall file a registration withdrawal request with the SEC in respect of the Company’s Registration Statement on Form S-1 and exhibits in connection with a possible initial public offering. From the date hereof until the earlier of (i) the termination of this Agreement pursuant to Section 8.1, or (ii) the Final Effective Time, other than in connection with compliance with the immediately preceding sentence, the Company shall and shall cause each Company Subsidiary and all of their respective Affiliates and Representatives to cease incurring any costs, fees or expenses of any third parties in connection with an initial public offering of the Company or any Company Subsidiary.

Preparation of Registration Statements. (a) Following the date of this Agreement, Parent The Company shall promptly prepareprovide to Parent and the counsel for inclusion in the Form S-4 and, with if utilized, any other registration statement on which shares issued to the cooperation Members are registered for resale, in a form reasonably satisfactory to Parent and assistance of (its counsel, such information concerning the Company, its operations, capitalization, technology, capital ownership and after review by) other material as Parent or its counsel may reasonably request. The Company shall furnish to Parent all information concerning the Company and its counsel the Members as may be reasonably requested in connection with any action contemplated by this Section 5.3. (b) As promptly as practicable after the date hereof, but in no event longer than 45 days from the date hereof, Parent and accountant the Company shall prepare and cause to be filed file with the SEC, a registration statement on SEC the Form S-4 and any other documents required by the Exchange Act or the Securities Act of 1933, as amended, in connection with the issuance Merger and the resale by affiliates of the shares Company of Parent Common Stock in received at the Mergers (Closing pursuant to the “Form S-4” or “Registration Statement”)Merger. Each of Parent and the Company shall use its reasonable best efforts to file the Form S-4 with the SEC as promptly as reasonably practicable after the date of this Agreement and to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates also take any action required to the other, and provide such other assistance as may be reasonably requested taken under any applicable state securities or "blue sky" laws in connection with the preparation, filing and distribution issuance of the Form S-4Parent Common Stock in the Merger. The Parent will pay all of the costs relating to this registration statement except that the Members agree to pay (and not charge the Company) the cost of separate securities counsel for the Company and/or the Members, if any, and the Registration Statement shall include all information reasonably requested cost of services provided by the Company's accountants in connection with such other party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement and shall provide the Company with copies of any correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as registration statement. (c) As promptly as reasonably practicable to any comments from after the SEC with respect to satisfaction of the Registration Statement. Notwithstanding the foregoing, prior to filing or mailing the Registration Statement (or any amendment or supplement theretoconditions required by this paragraph 5.3(c), or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response, (ii) shall consider in good faith all comments reasonably proposed by the Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of will register for resale the shares of Parent Common Stock included in to be distributed to the Per Share Merger Consideration for offering Members on the last Payment Date either (i) on Form S-3 , (or sale in any jurisdictionat the Parent's option, add such shares to an existing registration statement filed by the Parent by an appropriate amendment to Form S-1 or Form S-3, as the case may be) or (ii) by amending the prospectus forming a part of the Form S-4, at the Parent's option, and Parent shall use its reasonable best efforts maintain such registration statement (or addition to have any such stop order an existing registration statement) or suspension lifted, reversed updated prospectus for at least 30 days after the later of effectiveness or otherwise terminated. Each the applicable Payment Date if the following conditions are met: (i) The average weekly trading volume of the Company and Parent shall also take any other action required Parent's Common Stock on a National Securities Exchange for the eight weeks ending on the date 30 days prior to the expected date of the last Payment Date would be insufficient to allow the Members, individually, to sell all of the shares expected to be taken distributed to them on the last Payment Date under Rule 145 under the Securities ActAct of 1933, as amended ("Rule 145"), within a 90 day period absent such registration; and (ii) The Members' Representative shall have provided the Exchange Act, any applicable foreign Parent with written notice that the Members desire such registration to go forward; and (iii) The Parent shall not have elected to pay all or state securities or “blue sky” laws and the rules and regulations thereunder in connection with any such portion of the Mergers and installment to be paid on the issuance last Payment Date in cash such that the Members cannot, individually, sell all of the shares of Parent Common Stock included in the Per Share Merger Consideration. (b) Each of Parent and each Merger Sub agrees that none of the information supplied or expected to be supplied by or distributed to them on behalf of Parent or any Merger Sub for inclusion or incorporation by reference in the Registration Statement will, at the time last Payment Date under Rule 145 absent such Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If prior to the Effective Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in a Registration Statement, which is required to be described in an amendment of, or a supplement to, the Registration Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Registration Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.7(b) shall limit the obligations of any party under Section 6.7(a). (c) The Company agrees that none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement will, at the time such Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If prior to the Effective Time, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in a Registration Statement, which is required to be described in an amendment of, or a supplement to, such Registration Statement, the Company shall promptly notify Parent of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to such Registration Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.7(c) shall limit the obligations of any party under Section 6.7(a)registration. (d) The Company and SCCII shall solicit the Required Stockholder Approval via written consent as soon as prudently practicable after the Form S-4 becomes effective. In connection therewith, as promptly as practicable after the Form S-4 becomes effective, the board of directors Members will pay all of the Company shall set expenses relating to a record date for determining the stockholders entitled registration, addition to provide such written consent. The an existing registration or a prospectus included in the Form S-4 shall also constitute a consent solicitation statement for the foregoing written consent (the “Consent Solicitation Statement/Prospectus”). As promptly as practicable after the Form S-4 becomes effective, the Company and SCCII shall cause the Consent Solicitation Statement/Prospectus to be mailed to their respective holders, along with the Letter of Transmittal. The Company shall, through its board of directors, recommend to its stockholders that they give the Required Stockholder Approval and shall include such recommendation in such consent solicitation, subject to the board of directors right to effect a change in recommendation if required update pursuant to the board of directors’ fiduciary duties under applicable Law. The Company Section 5.3(c), which obligation will provide Parent with copies of all stockholder consents it receives. If the Required Stockholder Approval is obtained, then promptly following the receipt of the required written consents, the Company will prepare (subject to the reasonable approval of Parent) and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLbe capped at $30,000. (e) In the event that any registration statement, or prospectus contained therein, which the Parent causes to be effective under Section 5.3(c) shall become materially deficient and the Parent shall promptly prepare and submit have given written notice of same to the NYSE a listing application covering Members' Representative, the shares of Parent Common Stock issuable in the Mergers, and shall Members will immediately cease use reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such registration statement or prospectus upon receipt of such notice until such time as the Parent Common Stock, subject shall have amended the registration statement or prospectus to official notice cure such deficiency. The Parent shall be obligated to take action to cure such deficiency promptly. The 30 day period during which the registration statement is required to be available will be extended by the number of issuance, and the Company shall cooperate with Parent with respect to such listing. (f) Promptly following the date of this Agreement, and in any event within five (5) Business Days days that use of the date hereof, the Company shall file a registration withdrawal request with the SEC in respect of the Company’s Registration Statement on Form S-1 and exhibits in connection with a possible initial public offering. From the date hereof until the earlier of (i) the termination of statement is suspended under this Agreement pursuant to Section 8.1, or (ii) the Final Effective Time, other than in connection with compliance with the immediately preceding sentence, the Company shall and shall cause each Company Subsidiary and all of their respective Affiliates and Representatives to cease incurring any costs, fees or expenses of any third parties in connection with an initial public offering of the Company or any Company Subsidiary5.3(e).