Common use of Annual Reports and Proxy Statements Clause in Contracts

Annual Reports and Proxy Statements. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the Commission (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended June 30, 2015, on or prior to August 15, 2015, and (ii) ▇▇▇▇▇▇▇ International shall deliver to ▇▇▇▇▇▇▇ Electronics a reasonably complete draft of the first proxy materials to be filed with the Commission after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to August 15, 2015; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent ▇▇▇▇▇▇▇ Electronics’ 2015 proxy statement discusses ▇▇▇▇▇▇▇ International compensation programs, ▇▇▇▇▇▇▇ Electronics shall substantially conform its 2015 proxy statement to be filed with the Commission to ▇▇▇▇▇▇▇ International’s proxy statement as last provided to ▇▇▇▇▇▇▇ Electronics at a reasonable time prior to ▇▇▇▇▇▇▇ Electronics’ filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by ▇▇▇▇▇▇▇ International with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

Annual Reports and Proxy Statements. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the Commission (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended June 30December 31, 20152013, on or prior to August 15February 4, 20152014, and (ii) ▇▇▇▇▇▇▇ International IR shall deliver to ▇▇▇▇▇▇▇ Electronics Allegion a reasonably complete draft of the first proxy materials to be filed with the Commission after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to August 15February 4, 20152014; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent ▇▇▇▇▇▇▇ Electronics’ 2015 Allegion’s 2014 proxy statement discusses ▇▇▇▇▇▇▇ International IR compensation programs, ▇▇▇▇▇▇▇ Electronics Allegion shall substantially conform its 2015 2014 proxy statement to be filed with the Commission to ▇▇▇▇▇▇▇ InternationalIR’s proxy statement as last provided to ▇▇▇▇▇▇▇ Electronics Allegion at a reasonable time prior to ▇▇▇▇▇▇▇ Electronics’ Allegion’s filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by ▇▇▇▇▇▇▇ International IR with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

Annual Reports and Proxy Statements. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the Commission (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended June 30, 2015, on or prior to August 15, 2015, and (ii) ▇▇▇▇▇▇▇ International shall deliver to ▇▇▇▇▇▇▇ Electronics a reasonably complete draft of the first proxy materials to be filed with the Commission after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to August 15, 2015; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent ▇▇▇▇▇▇▇ Electronics’ 2015 proxy statement discusses ▇▇▇▇▇▇▇ International compensation programs, ▇▇▇▇▇▇▇ Electronics shall substantially conform its 2015 proxy statement to be filed with the Commission to ▇▇▇▇▇▇▇ International’s proxy statement as last provided to ▇▇▇▇▇▇▇ Electronics at a reasonable time prior to ▇▇▇▇▇▇▇ Electronics’ filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by ▇▇▇▇▇▇▇ International with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

Annual Reports and Proxy Statements. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the Commission (or 31 otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended June 30December 31, 20152013, on or prior to August 15February 4, 20152014, and (ii) ▇▇▇▇▇▇▇ International IR shall deliver to ▇▇▇▇▇▇▇ Electronics Allegion a reasonably complete draft of the first proxy materials to be filed with the Commission after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to August 15February 4, 20152014; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent ▇▇▇▇▇▇▇ Electronics’ 2015 Allegion’s 2014 proxy statement discusses ▇▇▇▇▇▇▇ International IR compensation programs, ▇▇▇▇▇▇▇ Electronics Allegion shall substantially conform its 2015 2014 proxy statement to be filed with the Commission to ▇▇▇▇▇▇▇ InternationalIR’s proxy statement as last provided to ▇▇▇▇▇▇▇ Electronics Allegion at a reasonable time prior to ▇▇▇▇▇▇▇ Electronics’ Allegion’s filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by ▇▇▇▇▇▇▇ International IR with the Commission on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.