Common use of Registration on Form S-4 Clause in Contracts

Registration on Form S-4. The Newco Common Stock to be issued in the Merger shall be registered under the Securities Act on the Form S-4 (as hereinafter defined). As promptly as practicable after the date of this Agreement, VERITAS, Newco and OpenVision shall prepare and file with the SEC a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be included therein (the "Prospectus/Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of VERITAS, Newco and OpenVision shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. VERITAS and Newco shall also take any action required to be taken under any applicable state securities or "blue sky" laws and regulations of the Nasdaq Stock Market in connection with the issuance of the Newco Common Stock pursuant to the Merger. OpenVision shall promptly furnish to VERITAS all information concerning OpenVision and the OpenVision stockholders as may be reasonably required in connection with any action contemplated by this Section 1.13. Each of VERITAS, Newco and OpenVision will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or A-1-5 6 the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, VERITAS and Newco or OpenVision, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of VERITAS and OpenVision, such amendment or supplement.

Registration on Form S-4. The Newco TriZetto Common Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), on the a Form S-4 registration statement (as hereinafter definedthe "FORM S-4"). As promptly as practicable after the date of this Agreement, VERITAS, Newco TriZetto and OpenVision IMS shall prepare and file with the SEC a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be included therein (the "ProspectusPROSPECTUS/Proxy StatementPROXY STATEMENT") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of VERITAS, Newco TriZetto and OpenVision IMS shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. VERITAS filing and Newco shall also take any action required to cause the Prospectus/Proxy Statement to be taken under any applicable state securities or "blue sky" laws and regulations of mailed to each company's stockholders at the Nasdaq Stock Market in connection with the issuance of the Newco Common Stock pursuant to the Mergerearliest practicable time. OpenVision Each party shall promptly furnish to VERITAS the other party all information concerning OpenVision such party and the OpenVision its stockholders as may be reasonably required in connection with any action contemplated by this Section 1.136.1. The Prospectus/Proxy Statement and Form S-4 shall comply in all material respects with all applicable requirements of law. Each of VERITAS, Newco TriZetto and OpenVision IMS will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or A-1-5 6 the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, VERITAS and Newco TriZetto or OpenVisionIMS, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of VERITAS TriZetto and OpenVisionIMS, such amendment or supplement.

Registration on Form S-4. The Newco Hilton Common Stock and CVP Stock to be issued in the Merger shall be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Form S-4 registration statements (as hereinafter definedthe "Forms S-4"). As promptly as practicable after the date of this Agreement, VERITAS, Newco Hilton and OpenVision ITT shall prepare and file with the SEC a Form S-4 registration statement (the "Form Forms S-4"), together with the prospectus/joint proxy statement to be included therein (the "Prospectus/Joint Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of VERITAS, Newco Hilton and OpenVision ITT shall use its reasonable best efforts to respond promptly to any comments of the SEC and to have the Form Forms S-4 declared effective under the Securities Act as promptly as practicable after such filing. VERITAS filing and Newco shall also take any action required to cause the Prospectus/Joint Proxy Statement to be taken under any applicable state securities or "blue sky" laws and regulations of mailed to each company's stockholders at the Nasdaq Stock Market in connection with the issuance of the Newco Common Stock pursuant to the Mergerearliest practicable time. OpenVision Each party shall promptly furnish to VERITAS the other party all information concerning OpenVision and the OpenVision stockholders such party as may be reasonably required in connection with any action contemplated by this Section 1.132.6. The Prospectus/Joint Proxy Statement and Forms S-4 shall comply in all material respects with all applicable requirements of law. Each of VERITAS, Newco Hilton and OpenVision ITT will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by of the SEC or its staff for amendments or supplements to the Form Forms S-4 or A-1-5 6 the Prospectus/Joint Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form Forms S-4 or the Prospectus/Joint Proxy Statement. Whenever any an event occurs which should be set forth in an amendment or supplement to the Form Forms S-4 or the Prospectus/Joint Proxy Statement, VERITAS and Newco Hilton or OpenVisionITT, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of VERITAS Hilton and OpenVisionITT, such amendment amendments or supplementsupplements.

Registration on Form S-4. The Newco Parent Common Stock to be issued in the Merger shall be registered under the Securities Act on the Form S-4 (as hereinafter defined). As promptly as practicable after the date of this Agreement, VERITASParent and the Company shall prepare, Newco and OpenVision Parent shall prepare and file with the SEC SEC, a Form S-4 registration statement (the "Form S-4"), together with the prospectus/joint proxy statement to be 5 12 included therein (the "Prospectus/Proxy Statement") and any other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Merger. Each of VERITAS, Newco Parent and OpenVision the Company shall use its reasonable best efforts to respond promptly to any comments of the SEC on the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. VERITAS and Newco Parent shall also take any action required to be taken under any applicable state securities or "blue sky" sky laws and regulations of the The Nasdaq Stock National Market in connection with the issuance of the Newco Parent Common Stock pursuant to the MergerMerger and upon exercise of the Assumed Options and the Company Warrants after the Effective Time. OpenVision The Company shall promptly furnish to VERITAS Parent all information concerning OpenVision the Company and the OpenVision stockholders Company's shareholders as may reasonably be reasonably required in connection with any action contemplated by this Section 1.131.9. Each of VERITAS, Newco Parent and OpenVision the Company will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4 or A-1-5 6 the Prospectus/Proxy Statement or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Form S-4 or the Prospectus/Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Form S-4 or the Prospectus/Proxy Statement, VERITAS and Newco Parent or OpenVisionthe Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of VERITAS Parent and OpenVisionshareholders of the Company, such amendment or supplement.