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

Proxy Statement/Prospectus; Registration Statement. As promptly as -------------------------------------------------- practicable after the execution of this Agreement, Target and Acquiror shall prepare proxy materials relating to the approval of the Merger and the transactions contemplated hereby by the stockholders of Target and, as promptly as practicable, Acquiror shall file with the SEC a Registration Statement on Form S-4 (or such other or successor form as shall be appropriate), which complies in form and substance with applicable SEC requirements (and, if necessary, will file an amendment or amendments to such filing to comply with applicable SEC requirements, provided that neither Target nor its Board of Directors nor any committee thereof shall, except in accordance with the provisions of Section 5.1(b), withdraw or modify its position with respect to this Agreement or the Merger or recommend a Superior Proposal) and shall use all reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable; provided, however, that Acquiror shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Proxy Statement shall include the unanimous recommendation of the Board of Directors of Target in favor of the Merger (except that ▇▇▇▇▇ ▇▇▇▇, a director of Target, shall have abstained from voting on such matter); except to the extent that the board of Directors of Target shall have modified or withdrawn its recommendation with respect to this Agreement or the Merger in accordance with Section 5.1(b).

Proxy Statement/Prospectus; Registration Statement. As promptly as -------------------------------------------------- practicable after the execution of this Agreement, Target Parent and Acquiror the Company shall prepare proxy materials relating to the approval of the Merger and the transactions contemplated hereby by the stockholders of Target and, as promptly as practicable, Acquiror shall file with the SEC a Registration Statement on Form S-4 (or such other or successor form as the Proxy Statement, and Parent shall be appropriate), which complies in form prepare and substance with applicable SEC requirements (and, if necessary, will file an amendment or amendments to such filing to comply with applicable SEC requirements, provided that neither Target nor its Board of Directors nor any committee thereof shall, except in accordance with the provisions of Section 5.1(b)SEC the Registration Statement, withdraw or modify its position with respect to this Agreement or in which the Merger or recommend a Superior Proposal) Proxy Statement will be included. Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon thereafter after such filing as reasonably practicable; provided, however, that Acquiror shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The Proxy Statement shall include the unanimous recommendation of the Board of Directors of Target the Company to the stockholders of the Company in favor of approval and adoption of this Agreement and the Merger Merger; provided, however, that such Board of Directors shall not be required to make, and shall be entitled to withdraw or modify, such recommendation if (except that ▇▇▇▇▇ ▇▇▇▇i) the Company has complied with Section 6.1 and (ii) in the reasonable good faith judgment of such Board of Directors, a director on the basis of Targetthe advice of outside corporate counsel of the Company, shall have abstained from voting on the making of, or the failure to withdraw or modify, such matter); except recommendation would be contrary to the extent that fiduciary duties of such Board of Directors to the board Company's stockholders under applicable law. The Board of Directors of Target the Company shall have modified or withdrawn not rescind its recommendation with respect to declaration that this Agreement or and the Merger are advisable unless, in accordance with Section 5.1(b)any such case, each of the conditions set forth in clauses (i) and (ii) immediately above is satisfied.

Proxy Statement/Prospectus; Registration Statement. As promptly as -------------------------------------------------- practicable Promptly after the --------------------------------------------------- execution of this Agreement, Target the Company and Acquiror Parent shall prepare proxy materials relating to the approval of the Merger Proxy Statement and the transactions contemplated hereby by the stockholders of Target and, as promptly as practicable, Acquiror Parent shall prepare and file with the SEC a the Registration Statement, which Registration Statement on Form S-4 (or such other or successor form as shall be appropriate), which complies contain the Proxy Statement. Parent shall ensure that the Registration Statement and Proxy Statement comply in form and substance with applicable SEC requirements (and, if necessary, will file an amendment or amendments to such filing to comply with applicable SEC requirements, provided that neither Target nor its Board of Directors nor any committee thereof shall, except in accordance with the provisions of Section 5.1(b), withdraw or modify its position with respect to this Agreement or the Merger or recommend a Superior Proposal) and shall use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter promptly as practicable; providedpracticable after filing. If, howeverat any time prior to the Effective Time, that Acquiror any event or information should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall have no obligation to agree to account for the Merger as a "purchase" promptly inform Parent in order to cause the Registration Statement to become effectivewriting. The Proxy Statement shall include the unanimous recommendation of the Board of Directors of Target the Company and Parent that the Company's shareholders and Parent's shareholders vote in favor of the Merger (except and approve this Agreement; provided that ▇▇▇▇▇ ▇▇▇▇such recommendation may be excluded or withdrawn, a director of Target, shall have abstained from voting on such matter); except to the extent that the board Company complies with Sections 4.3(b) and 7.3, in the event of Directors a Superior Proposal. Parent shall take any action reasonably (other than qualifying to do business in any jurisdiction in which is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Target shall have modified or withdrawn its recommendation with respect to this Agreement or Parent Common Stock in the Merger in accordance with Section 5.1(b)and upon exercise of Company Stock Options.

Proxy Statement/Prospectus; Registration Statement. As promptly as -------------------------------------------------- practicable Promptly after the execution of this Agreement, Target Company and Acquiror Parent shall prepare proxy materials relating to the approval of the Merger prepare, and the transactions contemplated hereby by the stockholders of Target and, as promptly as practicable, Acquiror Parent shall file with the SEC a Registration Statement on Form S-4 (or such other form or successor form as shall be appropriate), which complies in form and substance with applicable SEC requirements (and, if necessary, will file an amendment or amendments to such filing to comply with applicable SEC requirements, provided that neither Target nor its Board of Directors nor any committee thereof shall, except in accordance with the provisions of Section 5.1(b), withdraw or modify its position with respect to this Agreement or the Merger or recommend a Superior Proposal) and shall use all reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable; provided, however, that Acquiror Parent shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. The If, at any time prior to the Effective Time, any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Company shall promptly inform Parent. Subject to the provisions of Section 4.3, the Proxy Statement shall include the unanimous recommendation of the Board of Directors of Target Company that the Company stockholders vote in favor of the Merger and approve this Agreement; provided that such recommendation may not be included or may be withdrawn if previously included if (except i) none of Company, its subsidiaries and their respective officers, directors, employees or other agents and representatives violated any of the restrictions in Section 4.3(a) hereof, (ii) Company's Board of Directors believes in good faith that ▇▇▇▇▇ ▇▇▇▇a Superior Proposal has been made, a director and (iii) following consultation with outside legal counsel, Company's Board of Target, shall have abstained from voting on such matter); except to the extent Directors determines that the board inclusion of such recommendation or the failure to withdraw such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Target shall have modified or withdrawn its recommendation with respect Company to this Agreement or the Merger in accordance with Section 5.1(b)stockholders of Company under applicable laws.

Proxy Statement/Prospectus; Registration Statement. As promptly as Promptly after -------------------------------------------------- practicable after the execution of this Agreement, Target the Company and Acquiror Parent shall prepare proxy materials relating to the approval of the Merger Proxy Statement and the transactions contemplated hereby by the stockholders of Target and, as promptly as practicable, Acquiror Parent shall prepare and file with the SEC a the Registration Statement, which Registration Statement on Form S-4 (or such other or successor form as shall be appropriate), which complies contain the Proxy Statement. Parent shall ensure that the Registration Statement and Proxy Statement comply in form and substance with applicable SEC requirements (and, if necessary, will file an amendment or amendments to such filing to comply with applicable SEC requirements, provided that neither Target nor its Board of Directors nor any committee thereof shall, except in accordance with the provisions of Section 5.1(b), withdraw or modify its position with respect to this Agreement or the Merger or recommend a Superior Proposal) and shall use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter promptly as practicable; providedpracticable after filing. If, howeverat any time prior to the Effective Time, that Acquiror any event or information should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall have no obligation to agree to account for the Merger as a "purchase" promptly inform Parent in order to cause the Registration Statement to become effectivewriting. The Proxy Statement shall include the unanimous recommendation of the Board of Directors of Target the Company and Parent that the Company's shareholders and Parent's shareholders vote in favor of the Merger (except and approve this Agreement; provided that ▇▇▇▇▇ ▇▇▇▇such recommendation may be excluded or withdrawn, a director of Target, shall have abstained from voting on such matter); except to the extent that the board Company complies with Sections 4.3(b) and 7.3, in the event of Directors a Superior Proposal. Parent shall take any action reasonably (other than qualifying to do business in any jurisdiction in which is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Target shall have modified or withdrawn its recommendation with respect to this Agreement or Parent Common Stock in the Merger in accordance with Section 5.1(b)and upon exercise of Company Stock Options.