Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. Each of the Parties will (and CRA will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(d) and ss.4(d) above. Without limiting the generality of the foregoing: (i) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. CRA will prepare and file with the SEC on or before March 31, 1997 or as soon as practicable thereafter preliminary proxy materials under the Securities Exchange Act relating to the CRA Stockholder Vote. SSI and the Merger Sub will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the SSI Shares to be issued in connection with the Merger (the "REGISTRATION STATEMENT"). The filing Party in each instance will use all commercially reasonable best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable. Each of SSI and SRI will provide CRA, and CRA will provide each of SSI and SRI, with information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act). Each of SSI and the Merger Sub will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special meeting of its stockholders (the "CRA STOCKHOLDER VOTE") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Survivor's Act. CRA will mail the Combined Disclosure Document to its stockholders as soon as reasonably practicable. The Combined Disclosure Document will contain the affirmative recommendations of the board of directors of CRA in favor of the adoption of this Agreement and the approval of the Merger Sub. Notwithstanding the foregoing, nothing in this ss.5(c)(ii) shall be construed to require any director of CRA to take any actions or permit any events described above to the extent that the board of directors of CRA shall conclude in good faith, based upon the written advice of legal counsel to the board or such director, that such action is prohibited in order for the director to act in a manner that is consistent with his fiduciary obligations under applicable laws. (iii) HART-SCOTT-RODINO ACT AND OTHER FILINGS. CRA will file any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Report Forms or other form or report and related material that the Parties may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act or with any other governmental entit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of any foreign jurisdiction, will use all commercially reasonable best efforts to obtain (and CRA will cause each of its Subsidiaries to use all commercially reasonable best efforts to obtain) an early termination of any applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable.

Regulatory Matters and Approvals. Each of the Parties will (and CRA the Target will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially reasonable its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(dSection 3(d) and ss.4(dSection 4(d) above. Without limiting the generality of the foregoing: (i) SECURITIES ACTSecurities Act, SECURITIES EXCHANGE ACTSecurities Exchange Act, AND STATE SECURITIES LAWSand State Securities Laws. CRA The Target will prepare and file with the SEC on or before March 31in compliance with Section 14(a) of the Securities Exchange Act, 1997 or as soon as practicable thereafter preliminary proxy materials including a proxy statement relating to the Special Target Meeting which will also serve as a prospectus relating to the Acquiror Shares under the Securities Exchange Act relating to the CRA Stockholder VoteAct. SSI and the Merger Sub The Acquiror will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the SSI Acquiror Shares to be issued in connection with the Merger (the "REGISTRATION STATEMENTRegistration Statement"). The filing Party in each instance will use all commercially reasonable its best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable, provided that the Target will not file any materials with the SEC without the prior consent of the Acquiror, which will not be unreasonably withheld or delayed. Each The Acquiror and the Target will cooperate fully in the preparation of SSI the Disclosure Materials, and SRI the Acquiror will provide CRAthe Target, and CRA the Target will provide each of SSI and SRIthe Acquiror, with whatever information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act)request. Each of SSI and the Merger Sub The Acquiror will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Acquiror Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special meeting of its stockholders (the "CRA STOCKHOLDER VOTE") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Survivor's Act. CRA will mail the Combined Disclosure Document to its stockholders as soon as reasonably practicable. The Combined Disclosure Document will contain the affirmative recommendations of the board of directors of CRA in favor of the adoption of this Agreement and the approval of the Merger Sub. Notwithstanding the foregoing, nothing in this ss.5(c)(ii) shall be construed to require any director of CRA to take any actions or permit any events described above to the extent that the board of directors of CRA shall conclude in good faith, based upon the written advice of legal counsel to the board or such director, that such action is prohibited in order for the director to act in a manner that is consistent with his fiduciary obligations under applicable laws. (iii) HART-SCOTT-RODINO ACT AND OTHER FILINGS. CRA will file any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Report Forms or other form or report and related material that the Parties may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act or with any other governmental entit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of any foreign jurisdiction, will use all commercially reasonable best efforts to obtain (and CRA will cause each of its Subsidiaries to use all commercially reasonable best efforts to obtain) an early termination of any applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable.

Regulatory Matters and Approvals. Each of the Parties will (and CRA the Target will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially reasonable its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(dSection 3(d) and ss.4(dSection 4(d) above. Without limiting the generality of the foregoing: (i) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. CRA The Target will prepare and file with the SEC on or before March 31in compliance with Section 14(a) of the Securities Exchange Act, 1997 or as soon as practicable thereafter preliminary proxy materials including a proxy statement relating to the Special Target Meeting which will also serve as a prospectus relating to the Acquiror Shares under the Securities Exchange Act relating to the CRA Stockholder VoteAct. SSI and the Merger Sub The Acquiror will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the SSI Acquiror Shares to be issued in connection with the Merger (the "REGISTRATION STATEMENT"). The filing Party in each instance will use all commercially reasonable its best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable, provided that the Target will not file any materials with the SEC without the prior consent of the Acquiror, which will not be unreasonably withheld or delayed. Each The Acquiror and the Target will cooperate fully in the preparation of SSI the Disclosure Materials, and SRI the Acquiror will provide CRAthe Target, and CRA the Target will provide each of SSI and SRIthe Acquiror, with whatever information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act)request. Each of SSI and the Merger Sub The Acquiror will take all actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Acquiror Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special meeting of its stockholders (the "CRA STOCKHOLDER VOTE") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Survivor's Act. CRA will mail the Combined Disclosure Document to its stockholders as soon as reasonably practicable. The Combined Disclosure Document will contain the affirmative recommendations of the board of directors of CRA in favor of the adoption of this Agreement and the approval of the Merger Sub. Notwithstanding the foregoing, nothing in this ss.5(c)(ii) shall be construed to require any director of CRA to take any actions or permit any events described above to the extent that the board of directors of CRA shall conclude in good faith, based upon the written advice of legal counsel to the board or such director, that such action is prohibited in order for the director to act in a manner that is consistent with his fiduciary obligations under applicable laws. (iii) HART-SCOTT-RODINO ACT AND OTHER FILINGS. CRA will file any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Report Forms or other form or report and related material that the Parties may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act or with any other governmental entit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of any foreign jurisdiction, will use all commercially reasonable best efforts to obtain (and CRA will cause each of its Subsidiaries to use all commercially reasonable best efforts to obtain) an early termination of any applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable.

Regulatory Matters and Approvals. Each of the Parties will (and CRA will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(dSection 3(d) and ss.4(dSection 4(h) above. Without limiting the generality of the foregoing: (i) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. CRA will prepare and file with the SEC on or before March 31, 1997 or as soon as practicable thereafter preliminary proxy materials under the Securities Exchange Act relating to the CRA Stockholder Vote. SSI and the Merger Sub The Buyer will prepare and file with the SEC a registration statement on Form S-4 or any successor form under the Securities Act relating to the offering and issuance of the SSI Buyer Shares to be issued in connection with the Merger (and the Buyer Shares, if any, issued to Concord Partners, Ltd. as contemplated by Section 8(k) (the "REGISTRATION STATEMENT")) and preliminary proxy materials under the Securities Exchange Act relating to the Special Buyer Meeting. The filing Party Buyer in each instance will use all commercially its reasonable best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable. Each The Buyer will file any post- effective amendments and take whatever actions that may be necessary, proper or advisable to keep the Registration Statement (and any related filings and registrations under state securities laws) effective during the period of SSI and SRI distribution of the Buyer Shares covered thereby. The Buyer will provide CRAthe Target, and CRA the Target will provide each of SSI and SRIthe Buyer, with whatever information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act)request. Each of SSI and the Merger Sub The Buyer will take all reasonable actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Buyer Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special meeting of its stockholders (the "CRA STOCKHOLDER VOTE") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Survivor's Act. CRA will mail the Combined Disclosure Document to its stockholders as soon as reasonably practicable. The Combined Disclosure Document will contain the affirmative recommendations of the board of directors of CRA in favor of the adoption of this Agreement and the approval of the Merger Sub. Notwithstanding the foregoing, nothing in this ss.5(c)(ii) shall be construed to require any director of CRA to take any actions or permit any events described above to the extent that the board of directors of CRA shall conclude in good faith, based upon the written advice of legal counsel to the board or such director, that such action is prohibited in order for the director to act in a manner that is consistent with his fiduciary obligations under applicable laws. (iii) HART-SCOTT-RODINO ACT AND OTHER FILINGS. CRA will file any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Report Forms or other form or report and related material that the Parties may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act or with any other governmental entit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of any foreign jurisdiction, will use all commercially reasonable best efforts to obtain (and CRA will cause each of its Subsidiaries to use all commercially reasonable best efforts to obtain) an early termination of any applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable.

Regulatory Matters and Approvals. Each of the Parties will (and CRA the Target will cause each of its Subsidiaries to) give any notices to, make any filings with, and use all commercially reasonable its best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in ss.3(dSection 3(d) and ss.4(dSection 4(d) above. Without limiting the generality of the foregoing: (i) SECURITIES ACTSecurities Act, SECURITIES EXCHANGE ACTSecurities Exchange Act, AND STATE SECURITIES LAWSand State Securities Laws. CRA The Target will prepare and file with the SEC on or before March 31in compliance with Section 14(a) of the Securities Exchange Act, 1997 or as soon as practicable thereafter preliminary proxy materials including a proxy statement relating to the Special Target Meeting which will also serve as a prospectus relating to the Acquiror Shares under the Securities Exchange Act relating to the CRA Stockholder VoteAct. SSI and the Merger Sub The Acquiror will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of the SSI Acquiror Shares to be issued in connection with the Merger (the "REGISTRATION STATEMENTRegistration Statement"). The filing Party in each instance will use all commercially reasonable its best efforts to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable, provided that the Target will not file any materials with the SEC without the prior consent of the Acquiror, which will not be unreasonably withheld or delayed. Each The Acquiror and the Target will cooperate fully in the preparation of SSI the Disclosure Materials, and SRI the Acquiror will provide CRAthe Target, and CRA the Target will provide each of SSI and SRIthe Acquiror, with whatever information and assistance necessary or desirable in connection with the preparation of the foregoing filings and any SEC filings or any offering memorandum or similar document by SSI or SRI in connection with the financing of the transactions contemplated hereby or any other required filing with the SEC that the filing Party reasonably may request (including, in the case of any financings by SSI or SRI, the preparation and delivery of financial statements or related disclosure, including but not limited to, pro forma financial data complying with the requirements of Regulation S-X of the Securities Act)request. Each of SSI and the Merger Sub The Acquiror will take all actions that 18 20 may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of the SSI Acquiror Shares. In addition to the foregoing, SSI shall continue to file periodic reports with the SEC under the Securities Exchange Act between the date of this Agreement and the Effective Time (the "SUBSEQUENT SSI EXCHANGE ACT REPORTS") and, in the event of an SSI Material Adverse Effect, such event will be adequately summarized in the Registration Statement or the Subsequent SSI Exchange Act Reports. (ii) CRA STOCKHOLDER VOTE. CRA will call a special meeting of its stockholders (the "CRA STOCKHOLDER VOTE") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Survivor's Act. CRA will mail the Combined Disclosure Document to its stockholders as soon as reasonably practicable. The Combined Disclosure Document will contain the affirmative recommendations of the board of directors of CRA in favor of the adoption of this Agreement and the approval of the Merger Sub. Notwithstanding the foregoing, nothing in this ss.5(c)(ii) shall be construed to require any director of CRA to take any actions or permit any events described above to the extent that the board of directors of CRA shall conclude in good faith, based upon the written advice of legal counsel to the board or such director, that such action is prohibited in order for the director to act in a manner that is consistent with his fiduciary obligations under applicable laws. (iii) HART-SCOTT-RODINO ACT AND OTHER FILINGS. CRA will file any ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Report Forms or other form or report and related material that the Parties may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act or with any other governmental entit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of any foreign jurisdiction, will use all commercially reasonable best efforts to obtain (and CRA will cause each of its Subsidiaries to use all commercially reasonable best efforts to obtain) an early termination of any applicable waiting period, and will make any further filings pursuant thereto that may be necessary, proper, or advisable.