STOCKHOLDER MEETING COVENANTS
SECTION 5.1 SEC Filings.
(a) As promptly as practicable after the date hereof, Key (with all
necessary assistance and cooperation of the Company) will prepare and file with
the SEC a registration statement on Form S-4 (the "Registration Statement") in
connection with the registration under the Securities Act of the Exchange Merger
Consideration to be issued pursuant to the Merger, which Registration Statement
shall contain a joint proxy statement to be mailed by the Company and Key to
their respective stockholders in connection with the vote of such stockholders
with respect to the Merger (the "Joint Proxy Statement/Prospectus").
(b) Key and the Company will thereafter use their reasonable business
efforts to respond to any comments of the SEC with respect to the Registration
Statement and to have the Registration Statement declared effective as promptly
as practicable, and also will take any other action required to be taken under
federal or state securities laws (including, without limitation, the delivery to
Key and the Company, as appropriate, of a letter from each other party's
independent auditors in form and substance reasonably satisfactory to Key and
the Company, as the case may be, and customary in scope and substance for
letters delivered by independent public accountants in connection with
registration statements similar to the Registration Statement).
(c) As promptly as practicable after the date hereof, Key and the
Company shall prepare and file any other filings required to be filed by each
under the Securities Act, the Exchange Act or any other federal or state laws
relating to the Transactions (collectively "Other Filings") and will use their
reasonable business efforts to respond to any comments of the SEC or any other
appropriate government official with respect thereto.
(d) As promptly as practicable after the effectiveness of the
Registration Statement, Key (with all necessary assistance and cooperation of
the Company) will prepare and file with the SEC a registration statement (the
"Shelf Registration Statement") in connection with the registration for resale
under the Securities Act of (i) the Exchange Merger Consideration to be issued
pursuant to the Merger to the stockholders of the Company who are parties to the
Registration Rights Agreement, and (ii) shares of Key Stock held on the
Effective Date by affiliates of the majority stockholder of the Company, which
Shelf Registration Statement shall be supplemented and amended, from time to
time, in accordance with the provisions of the Registration Rights Agreement.
(e) Key and the Company shall cooperate with each other and provide to
each other all information necessary in order to prepare the Registration
Statement, the Joint Proxy Statement/Prospectus, the Shelf Registration
Statement and the Other Filings (collectively "SEC Filings") and shall provide
promptly to the other party any information that such party may obtain that
could necessitate amending any such document.
(f) Key and the Company will notify each other promptly of the receipt
of any comments from the SEC or its staff or any other appropriate government
official and of any requests by the SEC or its staff or any other appropriate
government official for amendments or supplements to any of the SEC Filings or
for additional information and will supply the other party with copies of all