Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days of the date of the Agreement, the Company will prepare the Proxy Statement, and Parent will prepare and file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, BSAQ and in any event within thirty (30) days of the date of the Agreement, the Company will prepare the Proxy Statementshall prepare, and Parent will prepare and the Company shall file with the SEC the Registration Statement Statement, in which a preliminary proxy statement in connection with the Merger to be sent to the Pre-Closing BSAQ Holders among other things, relating to the BSAQ Extraordinary General Meeting in accordance with and as required by the BSAQ Governing Document, Applicable Law, and any applicable rules and regulations of the SEC and the applicable Qualified Stock Exchange (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement Statement”) for the purposes of the approval of the Transaction Proposals will be included as a prospectus. Each of Parent BSAQ and the Company shall provide promptly use commercially reasonable efforts to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements theretocooperate, and shall cause its counsel their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and auditors to cooperate with the other’s counsel and auditors their respective representatives in the preparation of the Proxy Statement and the Registration Statement. Each of Parent BSAQ and the Company will respond to any comments from the SEC, and will shall use all their commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to be comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under after the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Mergers Merger and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock other Transactions. (b) BSAQ shall, as promptly as practicable, notify the Company may reasonably request in connection of any correspondence with the preparation of SEC relating to the Proxy Statement. Each of Parent and the Company will notify the other promptly upon , the receipt of any oral or written comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or relating to the Proxy Statement. Parent shall promptly inform , and any request by the Company if, at SEC for any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or for additional information, in each case, which is not simultaneously received by the Registration StatementCompany. The Company BSAQ shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or any Subsidiary supplement thereto) and all responses to requests for additional information by and replies to comments of the Company, or any of their respective officers or directors, is discovered SEC and include all comments reasonably proposed by the Company that should be set forth in an amendment respect of such documents and responses prior to filing such with or a supplement sending such to the Proxy Statement SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. BSAQ and the Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Registration Statement. Except Merger, and the Company and BSAQ shall promptly furnish all information concerning the Company and BSAQ, respectively, as may be reasonably requested in connection with any Change such action. (c) Each of BSAQ and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as applicable, and such other matters, in Recommendation each case, as may be reasonably necessary in accordance connection with Section 5.3(d) hereof and for inclusion in the Proxy Statement, the Registration Statement or any other than pursuant statement, filing, notice or application made by or on behalf of BSAQ and the Company or their respective Subsidiaries, as applicable, to Rule 425 of the Securities Act SEC or any applicable Qualified Stock Exchange in connection with respect to releases made in compliance with Section 5.5 of this Agreement, no the Merger and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, nor any response to any comments or inquiry from the SEC with respect to such filings“Offer Documents”). (d) The Company shall notify BSAQ, will be made by promptly after the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it 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 any stop order, order or the suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 Company Ordinary Shares or other securities of the Company 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 the other Offer Documents or for additional information. The Company shall provide BSAQ with a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by BSAQ in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. BSAQ and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto. (e) Each of BSAQ 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 it or on its behalf for inclusion or incorporation by reference in (i) the Proxy Statement will, as of the date it is first mailed to the Pre-Closing BSAQ Holders, or at the time of the BSAQ Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Merger Effective Time, in either case, 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, in light of the circumstances under which they are made, not misleading. (f) If, at any time prior to the Merger Effective Time, any information relating to BSAQ, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Company Shareholders is discovered by any of BSAQ or the Company and is required to be set forth in an amendment or supplement to either the Proxy Statement or the Registration Statement, so that the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or comments thereon omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and responses thereto an appropriate amendment or requests supplement describing such information shall, subject to the other provisions of this Section 9.04, be promptly filed by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects Company with the applicable requirements of (i) SEC and, to the Exchange Actextent required by Applicable Law, (ii) disseminated to the Securities Act, and (iii) the rules and regulations of NasdaqPre-Closing BSAQ Holders.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Target and in any event within thirty (30) days Acquiror shall prepare proxy materials relating to the adoption and approval of this Agreement and the date Merger and the other transactions contemplated hereby by the shareholders of the AgreementTarget and, the Company will prepare the Proxy Statementas promptly as practicable, and Parent will prepare and Acquiror shall file with the SEC the Registration Statement Statement, which complies in which the Proxy Statement will be included as a prospectus. Each form in all material respects with applicable law and SEC requirements and each of Parent Target and the Company Acquiror shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. Each of Target and Acquiror shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the shareholders of Target as promptly as practicable after the Registration Statement is declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (Act. Each of Target and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the holders of its capital stock other as the Company may be reasonably request requested in connection with any such action and the preparation preparation, filing and distribution of the Registration Statement and the Proxy Statement. Each of Parent Target and the Company will Acquiror shall promptly notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with or any request from the filing of, SEC or its staff for amendments or supplements to, to the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company Statement (or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to thereto) or filing or mailing the Proxy Statement (or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement thereto) or the Registration Statement, nor any response responding to any comments or inquiry from of the SEC with respect to such filingsthereto, will be made by each of Target and Acquiror, as the Company or Parent without the approval of case may be, (a) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (b) shall include in such document or response all comments reasonably proposed by such other party and (c) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheldwithheld or delayed. Subject to the provisions of Section 5.1, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to shall include the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 the light unanimous recommendation of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 Board of the Securities Act); provided, however, that the Company shall not make a Change Directors of Recommendation except Acquiror in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, favor of the issuance of any stop order, shares of Acquiror Common Stock pursuant to the suspension Merger and the unanimous recommendation of the qualification Board of Directors of Target in favor of the Parent Common Stock issuable Merger; provided that the recommendation of Target's Board of Directors may not be included or may be withdrawn if previously included if Target's Board of Directors believes in connection good faith (after consultation with Merger 1 for offering independent financial and legal advisors) that a Superior Proposal has been made not in breach of this Agreement and shall determine in good faith (after consultation with independent legal advisors) that to include such recommendation or sale in any jurisdiction, or any request by the SEC for amendment not withdraw such recommendation if previously included would constitute a breach of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each Target's Board of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the Directors' fiduciary duty under applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaqlaw.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and in any event within thirty (30) days of the date of the Agreement, the Company will shall prepare and file the Company Proxy Statement, and Parent will shall prepare and file with the SEC the Parent Stock Registration Statement (in which the Company Proxy Statement will shall be included as a prospectusincluded) and the ADS Registration Statement, with the SEC. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Company Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1Statements, or in any amendments or supplements thereto, and shall to cause its counsel and auditors to cooperate with the other’s 's counsel and auditors in the preparation of the Company Proxy Statement and the Registration StatementStatements. Each of Parent and the Company will respond to any comments from the SEC, and will shall use all commercially reasonable efforts to cause the Registration Statement Statements to be declared become effective under the Securities 1933 Act as promptly soon after such filing as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement Statements effective (in the case of the Parent Stock Registration Statement, as long as is necessary to consummate the Mergers Merger). The Company Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors shall have withdrawn or modified its approval or recommendation pursuant to Section 6.03(b). Parent and the Company shall use all commercially reasonable efforts to cause the Company Proxy Statement to be mailed to Company stockholders as promptly as practicable after the Parent Stock Registration Statement becomes effective. Parent and the Company shall promptly provide to each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Company Proxy Statement and the Registration Statements and shall promptly advise each other of any oral SEC comments. The Registration Statements and the Company Proxy Statement shall comply as to form in all material respects with the 1933 Act and the 1934 Act, respectively. (b) Parent and the Company shall make all necessary filings with respect to the Merger and the transactions contemplated herebythereby under the 1933 Act, the 1934 Act, Canadian Securities Laws and applicable foreign or state securities or "blue sky" laws. Parent Each party hereto shall furnish all information concerning it and advise the holders other, promptly after receipt of its capital stock as notice thereof, of the Company may reasonably request time of the effectiveness of the Registration Statements, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of the ADSs issuable in connection with the preparation Merger for offering or sale in any jurisdiction, or of any SEC request for amendment to the Company Proxy Statement or the Registration Statements, SEC comments thereon and each party's responses thereto or SEC request for additional information. No amendment or supplement to the Company Proxy Statement or the Registration Statements shall be filed without the approval of the Proxy Statementparties hereto, which approval shall not be unreasonably withheld or delayed. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company ifIf, at any time prior to the Merger 1 Effective Time, Parent or the Company should discover any event or circumstance information relating to Parent, any Subsidiary of Parent or Merger Sub 1party, or any of their respective Affiliates, officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement Registration Statements or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will such documents would not contain an untrue statement include any misstatement 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 the light of the circumstances under which they are were made, not misleading as may misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Rule 10b-5 or Rule 14a9 under law, disseminated to the Exchange Act or Section 11 or Section 12 stockholders of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of NasdaqCompany.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days of the date of the Agreementhereof, the Company will prepare the Proxy Statement, and Parent will shall prepare and file with the SEC Proxy Statement and the Registration Statement (in which the Proxy Statement will be included as a prospectusincluded) with the SEC. Each of Parent and the Company shall provide promptly to furnish all information as may be reasonably requested by the other in connection with any such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Proxy Statement and the Registration Statement. Each of Parent and No filing of, or amendment or supplement to, the Company Registration Statement will respond to any comments from the SECbe made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. The Company and Parent shall use all their reasonable best efforts to cause the Registration Statement to be declared become effective under the Securities 1933 Act as promptly soon after such filing as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated herebyMerger. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing ofSubject to Section 6.04, or amendments or supplements to, the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or shall include the Registration Statementrecommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The Company shall promptly inform Parent if, at any time prior use its reasonable best efforts to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to cause the Proxy Statement or to be mailed to its shareholders as promptly as practicable after the Registration StatementStatement becomes effective. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 Each of the Securities Act Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any written comments or inquiry received from the SEC with respect to such filings, will be made the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Proxy Statement comply in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company or and Parent without shall make all necessary filings with respect to the approval Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of the Company and Parent will advise the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it 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 any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the parties hereto shall cause Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other parties hereto and the Registration Statement to comply as to form and substance as to an appropriate amendment or supplement describing such party in all material respects information shall be promptly filed with the applicable requirements SEC and, to the extent required by law, disseminated to the shareholders of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of NasdaqCompany.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, and Agreement (but in any event within no longer than the latest of (i) thirty (30) days from the date Parent's Quarterly Report on Form 10-Q for the period ended June 30, 2001 is filed with the SEC and (ii) the receipt by Parent of Company's unaudited financial statements as of and for the period ended June 30, 2001) Parent shall prepare and, with Company having the reasonable opportunity to review and comment on any and all filings prior to any such filing with SEC, file with the SEC, preliminary proxy materials relating to the approval of the date issuance of the AgreementParent Common Stock underlying the Parent Preferred Stock and the Warrants in order to comply with the policies of AMEX. As promptly as 36 practicable following receipt of SEC comments thereon, the Company will prepare the Proxy Statement, and Parent will prepare and shall file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectusdefinitive proxy materials related thereto. Each of Company and Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the each other promptly upon of the receipt of any comments from the SEC or its staff in connection with and of any request by the filing of, SEC or its staff or any other government officials for amendments or supplements to, the Registration Statement and/or to the Proxy Statement. Parent shall promptly inform the Company if, at Statement or any time prior to the Merger 1 Effective Time, any event other filing or circumstance relating to Parent, any Subsidiary for additional information and will supply each other with copies of Parent or Merger Sub 1, all correspondence between such party or any of their respective officers its representatives, on the one hand, and the SEC, or directorsits staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is discovered by Parent that should required to be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement or any other filing, each party hereto shall promptly inform the Registration Statement, nor any response to any comments or inquiry from other of such occurrence and cooperate in Parent's filing with the SEC with respect or its staff or any other government officials, and/or mailing to such filingsShareholders of Parent, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the supplement. The Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit shall include reference to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light recommendation of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 Board of the Securities Act); provided, however, that the Directors of Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, favor of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection and the transactions contemplated hereby. (b) Parent shall use its reasonable best efforts to file with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment as soon as practicable after the Effective Time of the Proxy Statement or Merger, but in no event later than the first business day following the filing with the SEC of a post-Merger current report on Form 8-K by Parent, the Registration Statement or comments thereon and responses thereto or requests by for an offering to be made on a continuous basis pursuant to Rule 415 covering the SEC for additional information. Each resale of the parties hereto shares of Parent Common Stock underlying the Parent Preferred Stock and the shares underlying the Warrants. Parent shall use its reasonable best efforts to cause such Registration Statement to be declared effective pursuant to the Proxy Securities Act as promptly as practicable following the filing thereof. Parent shall use its reasonable best efforts to keep such Registration Statement and continuously effective under the Securities Act thereafter for the period ending one year after the date such Registration Statement has been declared effective (the "Effectiveness Period"). The Registration Statement shall be on Form S-1 under the Securities Act or such successor or other appropriate form permitting registration of restricted securities for resale in open market transactions (with or without the use of one or more brokers). During the Effectiveness Period, Parent shall use its reasonable best efforts to keep the Registration Statement continuously effective by supplementing and amending such Registration Statement as required by the rules, regulations or instructions applicable to comply as to the registration form and substance as to used for such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) Registration Statement if required by the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, Target and in any event within thirty (30) days Acquiror shall prepare proxy materials relating to the adoption and approval of this Agreement and the date Merger and the other transactions contemplated hereby by the shareholders of the AgreementTarget and, the Company will prepare the Proxy Statementas promptly as practicable, and Parent will prepare and Acquiror shall file with the SEC the Registration Statement Statement, which complies in which the Proxy Statement will be included as a prospectus. Each form in all material respects with applicable law and SEC requirements and each of Parent Target and the Company Acquiror shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. Each of Target and Acquiror shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the shareholders of Target as promptly as practicable after the Registration Statement is declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (Act. Each of Target and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the other as may be reasonably requested in 37 connection with any such action and the holders preparation, filing and distribution of its capital stock as the Company may reasonably request in connection with the preparation of Registration Statement and the Proxy Statement. Each of Parent Target and the Company will Acquiror shall promptly notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with or any request from the filing of, SEC or its staff for amendments or supplements to, to the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company Statement (or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to thereto) or filing or mailing the Proxy Statement (or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement thereto) or the Registration Statement, nor any response responding to any comments or inquiry from of the SEC with respect to such filingsthereto, will be made by each of Target and Acquiror, as the Company or Parent without the approval of case may be, (a) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (b) shall include in such document or response all comments reasonably proposed by such other party and (c) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheldwithheld or delayed. Subject to the provisions of Section 5.1, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to shall include the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 the light unanimous recommendation of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 Board of the Securities Act); provided, however, that the Company shall not make a Change Directors of Recommendation except Acquiror in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, favor of the issuance of any stop order, shares of Acquiror Common Stock pursuant to the suspension Merger and the unanimous recommendation of the qualification Board of Directors of Target in favor of the Parent Common Stock issuable Merger; provided that the recommendation of Target's Board of Directors may not be included or may be withdrawn if previously included if Target's Board of Directors believes in connection good faith (after consultation with Merger 1 for offering independent financial and legal advisors) that a Superior Proposal has been made not in breach of this Agreement and shall determine in good faith (after consultation with independent legal advisors) that to include such recommendation or sale in any jurisdiction, or any request by the SEC for amendment not withdraw such recommendation if previously included would constitute a breach of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each Target's Board of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the Directors' fiduciary duty under applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaqlaw.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, and but in any event within thirty (30) days of Business Days following the date of the Agreementhereof, Monocle and the Company will prepare the Proxy Statement, and Parent will shall prepare and Monocle shall file with the SEC (i) a proxy statement in connection with the Mergers to be filed as part of the Registration Statement and sent to the Pre-Closing Monocle Holders relating to the Monocle Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of Parent Monocle or NewCo, the Company and the Company shall provide promptly Holder Representative agree to the other such information concerning its business affairs and financial statements as, in the use commercially reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant efforts to this Section 5.1, or in any amendments or supplements theretocooperate, and shall to use commercially reasonable efforts to cause its counsel their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and auditors to cooperate with the other’s counsel and auditors their respective representatives in the preparation of the Proxy Statement and the Registration Statement. Each of Parent Monocle and the Company will respond to any comments from the SEC, and will NewCo shall use all their reasonable best efforts to cause the Proxy Statement and the Registration Statement to be comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under after the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Mergers Mergers. (b) Monocle and the transactions contemplated hereby. Parent NewCo shall furnish all information concerning it and the holders of its capital stock as promptly as practicable notify the Company may reasonably request in connection of any correspondence with the preparation of SEC relating to the Proxy Statement. Each of Parent and the Company will notify the other promptly upon , the receipt of any oral or written comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or relating to the Proxy Statement. Parent shall promptly inform , and any request by the Company if, at SEC for any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statementfor additional information. The Company Monocle and NewCo shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or any Subsidiary supplement thereto) and all responses to requests for additional information by and replies to comments of the Company, or any of their respective officers or directors, is discovered SEC and give due consideration to all comments reasonably proposed by the Company that should be set forth in an amendment respect of such documents and responses prior to filing such with or a supplement sending such to the Proxy Statement SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Monocle and NewCo also agree to use their reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Registration Statement. Except Mergers, and each of the Company and the Holder Representative shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any Change such action. Each of Monocle, NewCo, the Company and the Holder Representative agrees to use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers and stockholders, as applicable, and such other matters, in Recommendation each case, as may be reasonably necessary in accordance connection with Section 5.3(d) hereof and for inclusion in the Proxy Statement, the Registration Statement or any other than pursuant statement, filing, notice or application made by or on behalf of Monocle, NewCo, the Company and the Holder Representative or their respective Subsidiaries, as applicable, to Rule 425 of the Securities Act SEC or Nasdaq in connection with respect to releases made in compliance with Section 5.5 of this Agreement, no the Mergers (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, nor any response to any comments or inquiry from the SEC with respect to such filings“Offer Documents”). Without limiting the generality of the foregoing, will be made by the Company and the Holder Representative shall promptly furnish to Monocle or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to NewCo for inclusion in the Proxy Statement or and the Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an 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 Statement, PCAOB audited consolidated financial statements therein, in the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each its Subsidiaries for the years ended December 31, 2018 and December 31, 2017, prepared by a PCAOB qualified auditor, together with such auditor’s reports and consents to use such financial statements and reports. Monocle and NewCo will advise the other Company and the Holder Representative, promptly after it Monocle or NewCo 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 any stop order, order or the suspension of the qualification of the Parent Monocle Common Stock issuable in connection with Merger 1 or the NewCo Common 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 the other Offer Documents or for additional information. (c) Each of Monocle, NewCo, the Company and the Holder Representative 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) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing Monocle Holders, or at the time of the Monocle Stockholders’ Meeting, or (B) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, 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, in light of the circumstances under which they are made, not misleading. (d) If, at any time prior to the Effective Time, in the case of the Proxy Statement or the Registration Statement any information relating to Monocle, NewCo or comments thereon the Company any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Company Stockholders is discovered by any of Monocle, NewCo or the Company and responses thereto is required to be set forth in an amendment or requests by the SEC for additional information. Each of the parties hereto shall cause the supplement to either Proxy Statement and or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to comply as state any material fact necessary to form make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties and substance as an appropriate amendment or supplement describing such information shall, subject to such party in all material respects the other provisions of this Section 9.3, be promptly filed by Monocle with the applicable requirements of (i) SEC and, to the Exchange Actextent required by Law, (ii) disseminated to the Securities Act, and (iii) the rules and regulations of NasdaqPre-Closing Monocle Holders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution date of this Agreement, and in any event within no later than thirty (30) days of following the date of the this Agreement, Parent, with Company’s cooperation, will prepare and cause to be filed with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Approval Matters and other matters that may be mutually agreed upon between Parent and Company (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of Parent and Company will prepare use commercially reasonable efforts: (i) to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC; and (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. Parent will cause the Proxy Statement to be mailed to Parent’s stockholders. Each of Parent and Company will promptly furnish the other party 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(a). If either Parent or Company becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then such party: (i) will promptly inform the other party thereof; (ii) will provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to it being filed with the SEC; (iii) will provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) will cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of Parent. (b) Within thirty (30) days following the Closing Date, Parent will prepare and file with the SEC a registration statement on Form S-3 (or if Form S-3 is not available, such other form as may provide for a resale of the Registration Statement in which the Proxy Statement will be included as a prospectus. Each shares of Parent and Common Stock issued pursuant to Section 1.6 but with such registration obligations otherwise consistent with the Company shall provide promptly to requirements of this Section 5.1(b)), covering the other such information concerning its business affairs and financial statements as, in the reasonable judgment resale of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table shares of Contents Registration Statement Parent Common Stock issued pursuant to this Section 5.1, or in any 1.6 (together with all amendments or and supplements thereto, including post-effective amendments, all exhibits thereto and shall cause its counsel and auditors to cooperate with all material incorporated by reference therein, the other’s counsel and auditors in the preparation of the Proxy Statement and the “Registration Statement”). Each of Parent and the Company will respond to any comments from the SEC, and will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under as soon as possible following the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep filing of the Registration Statement and be maintained effective as long as until the earliest to occur of: (i) the second anniversary of the date the Registration Statement is first declared effective, or (ii) the date that all of the shares of Parent Common Stock issued pursuant to Section 1.6 have actually been sold; provided, however, that Parent will have no obligation to have the Registration Statement declared effective unless and until the Form 8-K Amendment is filed with the SEC (and Parent shall use its reasonable best efforts to timely file the Form 8-K Amendment). For not more than sixty (60) consecutive days or for a total of not more than ninety (90) days in any twelve (12) month period, Parent may suspend the use of any prospectus included in the Registration Statement if Parent’s board of directors determines in good faith that such suspension is necessary to consummate (x) delay the Mergers and the transactions contemplated hereby. Parent shall furnish all disclosure of material non-public information concerning it and Parent, the holders disclosure of its capital stock as which at the Company may reasonably request time is not, in connection with the preparation good faith opinion of Parent’s board of directors, in the Proxy Statement. Each best interests of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing ofstockholders, or amendments (y) amend or supplements to, supplement the Registration Statement and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein related prospectus so that the Proxy Registration Statement or Registration Statement prospectus will not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the prospectus in light of the circumstances under which they are were made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaqmisleading.