Common use of S-4 Registration Statement Clause in Contracts

S-4 Registration Statement. (a) As promptly as practicable after the execution of this Agreement, ITES and Sensar shall prepare and file with the SEC a Form S-4, including a proxy statement for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and a prospectus for the issuance by Sensar of the Common Stock to the ITES Shareholders (the "Proxy Statement/Prospectus"). Each of ITES, Sensar and the ITES Shareholders shall use their best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of the Exchanged Sensar Stock. Each of Sensar, ITES, and the ITES Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with such actions. As promptly as practicable after the Form S-4 shall have been declared effective by the SEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and to the ITES Shareholders. The Proxy Statement/Prospectus shall include the recommendation of Sensar's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar, contain any 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the Proxy Statement/Prospectus, Sensar shall promptly inform ITES thereof in writing. (c) The information supplied by ITES for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the ITES Shareholders, contain any 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to ITES or any of its affiliates, or to their respective officers or directors, is discovered by ITES that should be set forth in a supplement to the Proxy Statement/Prospectus, ITES shall promptly inform Sensar thereof in writing.

S-4 Registration Statement. (a) As promptly as practicable after delivery of the execution of this AgreementAcquisition Notice, ITES Net and Sensar shall prepare and file with the SEC a Form S-4, including a proxy statement for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and Net and a prospectus for the issuance by Sensar of the Common Stock to the ITES Net Shareholders (the "Proxy Statement/Prospectus"). Each of ITESNet, Sensar and the ITES Net Shareholders shall use their best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of the Exchanged Sensar Common Stock. Each of Sensar, ITESNet, and the ITES Net Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with such actions. In addition, Net shall provide disclosure concerning tax consequences to the stockholders of Net under the tax laws of the State of Israel, if any. As promptly as practicable after the Form S-4 shall have been declared effective by the SEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and Net shall mail the Proxy Statement/Prospectus to its shareholders entitled to vote at the ITES ShareholdersNet Stockholders Meeting. The Proxy Statement/Prospectus shall include the recommendation of Sensar's and Net's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar, contain any 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the Proxy Statement/Prospectus, Sensar shall promptly inform ITES Net thereof in writing. Sensar will indemnify and hold harmless Net, each of its officers, directors, shareholders and each person who controls Net within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which it may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission of a material fact required to be stated therein, or necessary in order to make the statements therein not misleading except insofar as any statement or omission was made in reliance upon and in conformity with information furnished in writing by Net expressly for use therein. (c) The information supplied by ITES Net for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the ITES Net Shareholders, contain any 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to ITES Net or any of its affiliates, or to their respective officers or directors, is discovered by ITES Net that should be set forth in a supplement to the Proxy Statement/Prospectus, ITES Net shall promptly inform Sensar thereof in writing. Net will indemnify and hold harmless Sensar, each of its officers, directors and each person who controls Sensar within Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses, liabilities, or actions to which it may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse it for any legal or other expenses reasonably incurred by it in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission of a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any statement or omission was made in reliance upon and in conformity with information furnished in writing by Net expressly for use therein.

S-4 Registration Statement. The LMS Shareholders may elect by written notice given to SLC no later than December 1, 1994 that SLC prepare and file (a) As in which case SLC will prepare and file), as promptly as practicable after following its receipt of all of the execution of this Agreementinformation to be provided to it pursuant to the immediately following sentence, ITES and Sensar shall prepare and file with the SEC a Form S-4, including a proxy statement for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar Securities and a prospectus for the issuance by Sensar of the Common Stock to the ITES Shareholders Exchange Commission (the "Proxy SEC") a registration statement on Form S-4 (the "Registration Statement/Prospectus")) covering the issuance of the SLC Shares in the Acquisition. Each In the case of ITESsuch election, Sensar and the ITES LMS Shareholders shall use their reasonable best efforts to cause provide SLC, on or prior to January 2, 1995, with all information concerning the Form S-4 LMS Parties which is required under applicable SEC rules and regulations to be declared effective by disclosed in the SEC Registration Statement. On and after such date, the LMS Shareholders shall promptly provide SLC with such additional or updated information as promptly as practicable, and shall take any action required to be taken under any applicable federal is necessary or state securities laws desirable in connection with the issuance of shares preparation, filing or SEC clearance of the Exchanged Sensar StockRegistration Statement. Each of Sensarthe LMS Shareholders, ITESon the one hand, and SLC, on the ITES Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with such actions. As promptly as practicable after the Form S-4 shall have been declared effective by the SECother hand, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of hereby represents and to vote at the Sensar Stockholders Meeting and to the ITES Shareholders. The Proxy Statement/Prospectus shall include the recommendation of Sensar's Board of Directors in favor warrants that none of the adoption of this Agreement. (b) The information supplied or to be supplied by Sensar it for inclusion or incorporation by reference in the Form S-4 shall notRegistration Statement shall, at the time the Proxy Statement/Prospectus Registration Statement is mailed to filed with the stockholders of SensarSEC and at the time it becomes effective under the Securities Act, contain any 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 not misleading. If at SLC shall use reasonable best efforts to cause the Registration Statement to be declared effective on or prior to the Closing Date, it being understood that the failure of the Registration Statement to be declared effective on or prior to such date because of the LMS Shareholders' failure to provide information to SLC on a timely basis shall not constitute a breach of, or the failure to perform or satisfy, any time covenant by SLC. If, notwithstanding SLC's reasonable best efforts, the Registration Statement is not declared effective on or prior to the Closing Date any event or circumstance relating because the LMS Shareholders elected to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the Proxy Statement/Prospectus, Sensar shall promptly inform ITES thereof in writing. (c) The information supplied by ITES for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the ITES Shareholders, contain any 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 not misleading. If at any time prior to accelerate the Closing Date under Section 1D, such failure to be declared effective shall not constitute a breach of, or the failure to perform or satisfy, any event covenant of SLC. In addition, SLC shall not be required to agree to any amendment, modification or circumstance recission of any of the Transaction Documents in connection with the SEC clearance of the Registration Statement. Before filing the Registration Statement or any amendment thereto, SLC will furnish to counsel selected by the LMS Shareholders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel before any such filing is made, and SLC will comply with any reasonable request by such counsel to make changes in any information contained in such documents relating to ITES LMS or any of its affiliates, or to their respective officers or directors, is discovered by ITES that should be set forth in a supplement to the Proxy Statement/Prospectus, ITES shall promptly inform Sensar thereof in writingLMS Shareholders.

S-4 Registration Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, ITES the Company and Sensar the Acquiror shall prepare and file with the SEC the Joint Proxy Statement and the Acquiror shall prepare and file with the SEC a registration statement on Form S-4, including a proxy statement for use S-4 with respect to the Acquiror Common Stock and Acquiror Warrants to be issued in connection with obtaining the approval Merger or in connection with the exercise of any Acquiror Warrant (together with any amendment or supplement thereto, the transactions “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. The Company shall reasonably promptly furnish to the Acquiror all information concerning the Company and the Company Shareholders that may be required or reasonably requested in connection with any action contemplated by this Agreement by Section 5.4 (including, without limitation, the stockholders audited financial statements of Sensar and a prospectus the Company for the issuance by Sensar three fiscal years ended November 30, 2008 complying with the requirements of the Common Stock Securities Act and the Exchange Act). In addition, the Company shall promptly furnish to the ITES Acquiror all information concerning the Company, its Subsidiaries and the Company Shareholders (that may be required or reasonably requested in connection with any pre- or post-effective amendment to the "Proxy Statement/Prospectus")Form S-4 and shall use its diligence efforts to cause its independent auditors to promptly provide all Consents for the inclusion of the audited financial statements of the Company and the report thereon of the Company’s independent auditors in the reports, registration statements, or filings of the Acquiror filed or to be filed with the SEC. Each of ITES, Sensar the Company and the ITES Shareholders Acquiror shall use their best commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use commercially reasonable efforts to cause the Form S-4 Joint Proxy Statement to be declared effective by mailed to the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of the Exchanged Sensar Stock. Each of Sensar, ITESCompany Shareholder, and the ITES Shareholders Acquiror shall furnish all information concerning them use commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Acquiror Shareholders, in each case as may soon as reasonably be necessary or advisable in connection with such actions. As promptly as practicable after the Form S-4 shall have been is declared effective by under the SECSecurities Act. No filing of, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and to the ITES Shareholders. The Proxy Statement/Prospectus shall include the recommendation of Sensar's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in or amendment or supplement to, the Form S-4 shall notwill be made by the Acquiror, at and no filing of, or amendment or supplement to the Joint Proxy Statement will be made by the Company or the Acquiror, in each case, without providing the other party and its respective counsel a reasonable opportunity (subject to applicable Law and the time requirements) to review and comment thereon and giving due consideration to such comments. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives or Affiliates, on the one hand, and the SEC or its staff on the other hand, with respect to the Joint Proxy Statement/Prospectus is mailed , the Form S-4 or the Merger. Acquiror will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the stockholders Effective Time any information relating to the Company or the Acquiror, or any of Sensartheir respective Affiliates, contain Subsidiaries, Employees, officers or directors, should be discovered by the Company or the Acquiror which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement so that any untrue statement of such documents would not 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 therein, in light of the circumstances under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the Closing Date any event or circumstance relating to Sensar or any of its affiliatesextent required by applicable Law, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement disseminated to the Proxy Statement/Prospectus, Sensar shall promptly inform ITES thereof in writingshareholders of each of the Company and the Acquiror. The parties acknowledge and agree that the foregoing arrangements may be altered by the Acquiror as Acquiror deems necessary to respond to any comments or requests from the SEC. (cb) The information supplied by ITES for inclusion Prior to the Effective Time, the Acquiror shall use commercially reasonable efforts to make all required filings with state regulatory authorities and Nasdaq and to cause the Acquiror Common Stock and Acquiror Warrants to be issued in the Form S-4 shall notMerger or in connection with the exercise of any Acquiror Warrant to qualify under the securities or “blue sky” Law of every jurisdiction of the United States in which any registered Company Shareholder has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Merger (other than qualifying to do business in a State in which it is not now qualified), at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the ITES ShareholdersCompany shall furnish all information concerning the Company, contain its Subsidiaries and the Company Shareholders as the Acquiror may request in connection with any 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 not misleading. If at any time prior to the Closing Date any event or circumstance relating to ITES or any of its affiliates, or to their respective officers or directors, is discovered by ITES that should be set forth in a supplement to the Proxy Statement/Prospectus, ITES shall promptly inform Sensar thereof in writingsuch action.