Common use of Registration Statement; Joint Proxy Statement Clause in Contracts

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Crown and Global shall jointly prepare and file with the SEC the joint proxy statement to be sent to the stockholders of Global and to the stockholders of Crown relating to the meeting of Global’s stockholders (the “Global Stockholders’ Meeting”) and to the meeting of Crown’s stockholders (the “Crown Stockholders’ Meeting”) to be held to consider, in the case of Global’s stockholders, the approval and adoption of this Agreement, and in the case of Crown’s stockholders, the approval of the Share Issuance (such joint proxy statement, as amended or supplemented, being referred to herein as the “Joint Proxy Statement”) and (ii) Crown shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Crown Common Stock to be issued to the stockholders of Global pursuant to the Merger. Crown and Global shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the Effective Time of the Registration Statement, Crown shall take all or any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required under any applicable federal or state securities laws in connection with such actions and the preparation of the Registration

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Crown and Global shall jointly prepare and file with the SEC the joint proxy statement to be sent to the stockholders of Global and to the stockholders of Crown relating to the meeting of Global’s 's stockholders (the “"Global Stockholders’ ' Meeting”") and to the meeting of Crown’s 's stockholders (the “"Crown Stockholders’ ' Meeting”") to be held to consider, in the case of Global’s 's stockholders, the approval and adoption of this Agreement, and in the case of Crown’s 's stockholders, the approval of the Share Issuance (such joint proxy statement, as amended or supplemented, being referred to herein as the “"Joint Proxy Statement”") and (ii) Crown shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”") in which the Joint Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Crown Common Stock to be issued to the stockholders of Global pursuant to the Merger. Crown and Global shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the Effective Time of the Registration Statement, Crown shall take all or any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required under any applicable federal or state securities laws in connection with such actions and the preparation of the Registration

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Crown Parent and Global Company shall jointly prepare and file with the SEC the joint proxy statement to be sent to the stockholders of Global and to the stockholders of Crown relating to the meeting of Global’s stockholders (the “Global Stockholders’ Meeting”) and to the meeting of Crown’s stockholders (the “Crown Stockholders’ Meeting”) to be held to consider, in the case of Global’s stockholders, the approval and adoption of this Agreement, and in the case of Crown’s stockholders, the approval of the Share Issuance (such joint proxy statement, as amended or supplemented, being referred to herein as the “Joint Proxy Statement”) and (ii) Crown shall prepare and file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of Parent (together with all amendments thereto, the “"Registration Statement”) in which the Joint Proxy Statement shall be included as a prospectus"), in connection with the registration under the Securities Act of the shares of Crown Parent Common Stock to be issued to the Company's stockholders of Global pursuant to the MergerMerger and (ii) the joint proxy statement with respect to the Merger relating to the special meetings of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Crown Copies of the Joint Proxy Statement shall be provided to the AMEX and Global the NNM in accordance with its rules. Each of the parties hereto shall use their all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the Effective Time effective date of the Registration Statement, Crown the parties hereto shall take all or any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required under any applicable federal or state securities laws in connection with such actions and the preparation of the Registrationaction