Common use of Joint Proxy Statement and the Registration Statement Clause in Contracts

Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement but in no event later than August 31, 1999, U S WEST and Global shall cause Parent to, and Parent shall, prepare and file with the SEC the Registration Statement, provided that such Registration Statement shall in no event be filed prior to the mailing of the joint proxy statement in connection with the Frontier Merger, and they shall use all reasonable efforts to have the Registration Statement declared effective by the SEC under the Securities Act, and the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of U S WEST Common Stock and Global Common Stock, the Joint Proxy Statement; provided, however, that Global and U S WEST shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until: (i) they have received notice from the SEC that the Registration Statement is effective under the Securities Act; (ii) Global shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to Global, in form and substance reasonably satisfactory to Global and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of U S ▇▇▇ included in the Joint Proxy Statement and the Registration Statement; and (iii) U S WEST shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WEST, in form and substance reasonably satisfactory to U S WEST and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Global included in the Joint Proxy Statement and the Registration Statement. (b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.

Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement but in no event later than August 31Agreement, 1999, Qwest and U S WEST and Global shall cause Parent to, and Parent shall, will prepare and file with the SEC the Joint Proxy Statement and Registration Statement, provided that such Registration Statement shall in no event be filed prior to the mailing of the joint proxy statement in connection with the Frontier Mergeror an amendment thereto, and they Qwest U S WEST shall use all reasonable efforts to have the Joint Proxy Statement and Registration Statement declared effective by the SEC under the Securities Act, and the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of U S WEST Common Stock and Global Qwest Common Stock, the Joint Proxy Statement; provided, however, that Global Qwest and U S WEST shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until: (i) they have received notice from the SEC that the Registration Statement is effective under the Securities Act; (ii) Global Qwest shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to GlobalQwest, in form and substance reasonably satisfactory to Global Qwest and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of U S ▇▇▇ WEST included in the Joint Proxy Statement and the Registration Statement; and (iii) U S WEST shall have received a letter of its independent accountants, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WEST, in form and substance reasonably satisfactory to U S WEST and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Global Qwest included in the Joint Proxy Statement and the Registration Statement. (b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.

Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement Agreement, but in no event later than August 3124, 19992001, U S WEST XMM and Global LifeMinders shall cause Parent tomutually prepare, and Parent shall, prepare and XMM shall file with the SEC, a preliminary form of the Joint Proxy Statement and the Registration Statement with financial statements disclosing net revenues from the sale of magazines. As promptly as practicable following receipt of SEC comments on such preliminary Joint Proxy Statement and the Registration Statement, provided that if any, XMM and LifeMinders shall mutually prepare a response to such Registration Statement shall in no event be filed prior to the mailing of the joint proxy statement in connection with the Frontier Merger, comments. XMM and they LifeMinders shall use all commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective by the SEC under the Securities Act, as promptly as practicable. 46 (b) LifeMinders and the Parties XMM agree that they shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of U S WEST Common Stock and Global Common Stock, the Joint Proxy Statement; provided, however, that Global and U S WEST shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and untilwhen the following conditions have been satisfied: (i) they have received notice from the SEC that the Registration Statement is effective under the Securities 1933 Act; (ii) Global LifeMinders shall have received a letter of its independent accountants, from Gra▇▇ ▇▇▇▇▇▇▇▇ ▇▇P dated a date within two (2) business days Business Days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to GlobalLifeMinders, in form and substance reasonably satisfactory to Global LifeMinders and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 S-4, with respect to the consolidated financial statements of U S ▇▇▇ XMM and its Subsidiaries included in the Joint Proxy Statement and the Registration Statement; and (iii) U S WEST XMM shall have received a letter of its independent accountantsfrom PricewaterhouseCoopers LLP, dated a date within two (2) business days Business Days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WESTXMM, in form and substance reasonably satisfactory to U S WEST XMM and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 S-4, with respect to the consolidated financial statements of Global LifeMinders and its Subsidiaries included in the Joint Proxy Statement and the Registration Statement. (b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.

Joint Proxy Statement and the Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement but in no event later than August 31Agreement, 1999, U S WEST and Global shall cause Parent to, and Parent shall, prepare and file with the SEC the Registration Statement, provided that such Registration Statement shall in no event be filed prior to the mailing of the joint proxy statement in connection with the Frontier Merger, and they shall use all reasonable efforts to have the Registration Statement declared effective by the SEC under the Securities Act, and the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to the holders of record of shares of U S WEST ▇▇▇▇ Atlantic Common Stock and Global GTE Common Stock, the Joint Proxy Statement; , provided, however, that Global GTE and U S WEST ▇▇▇▇ Atlantic shall not mail or otherwise furnish the Joint Proxy Statement to their respective stockholders unless and until: : (i) they have received notice from the SEC that the Registration Statement is effective under the Securities 1933 Act; ; (ii) Global GTE shall have received a letter of its independent accountantsPricewaterhouseCoopers L.L.P., dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to GlobalGTE, in form and substance reasonably satisfactory to Global GTE and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of U S ▇▇▇▇ Atlantic included in the Joint Proxy Statement and the Registration Statement; and and (iii) U S WEST ▇▇▇▇ Atlantic shall have received a letter of its independent accountants▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WEST▇▇▇▇ Atlantic, in form and substance reasonably satisfactory to U S WEST ▇▇▇▇ Atlantic and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Global GTE included in the Joint Proxy Statement and the Registration Statement. (b) The Parties will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.

Joint Proxy Statement and the Registration Statement. (a) As Holdings shall register the issuance of the shares of Holdings Common Stock to be issued in the Mergers and the Interest Exchange under the Securities Act and any blue sky law under which registration or a qualification is required. In connection therewith, as promptly as practicable after the execution and delivery of this Agreement but in no event later than August 31Agreement, 1999, U S WEST and Global the parties hereto shall cause Parent to, and Parent shall, prepare and file with the SEC the Registration Statement, provided that such which (i) shall be a Registration Statement on Form S-4, (ii) shall in no event be filed prior to register the mailing issuance of the shares of Holdings Common Stock to be issued in the Mergers and the Interest Exchange, and (iii) shall contain a joint proxy statement in connection with statement/prospectus for IWL, the Frontier Merger, Company and they the Partnership. The parties shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC. Upon the SEC under declaring the Securities ActRegistration Statement effective, IWL, the Company and the Parties shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter Partnership shall mail to the holders of record of shares of U S WEST IWL Common Stock, Company Common Stock and Global Common StockPartnership Interests, the Joint Proxy Statement; /Prospectus, provided, however, that Global IWL, the Partnership and U S WEST the Company shall not mail or otherwise furnish the Joint Proxy Statement Statement/Prospectus to their respective stockholders shareholders or to the Partners unless and until: (i) they IWL shall have received notice (and included as an exhibit or appendix to the Joint Proxy Statement/Prospectus) a letter from Cruttenden ▇▇▇▇ Incorporated, dated as of, or within two business days preceding, the SEC that date of the Registration Statement is effective under first mailing of the Securities ActJoint Proxy Statement, to the effect set forth in Section 3.7 hereof; (ii) Global IWL shall have received a letter of its independent accountantsKPMG Peat Marwick, LLP, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to GlobalIWL, in form and substance reasonably satisfactory to Global IWL and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of U S ▇▇▇ the Company and the Partnership included in the Joint Proxy Statement and the Registration Statement; and; (iii) U S WEST the Company and the Partnership shall have received a letter of its independent accountantsKPMG Peat Marwick, LLP, dated a date within two (2) business days prior to the date of the first mailing of the Joint Proxy Statement, and addressed to U S WESTthe Company and the Partnership, in form and substance reasonably satisfactory to U S WEST the Company and the Partnership and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the financial statements of Global IWL included in the Joint Proxy Statement and the Registration Statement; (iv) each of the IWL Shareholders Agreement and the Owners Agreement shall have been fully executed and delivered by all signatories thereto; (v) each of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed and delivered to Holdings a lock-up agreement in form and substance reasonably satisfactory to Holdings (provided that the lock-up period shall expire on or prior to the date that Holdings publicly announces financial results covering at least 30 days of combined operations of IWL, the Partnership and the Company); and (vi) such Joint Proxy Statement/Prospectus shall include audited financial statements (balance sheets, income statements and statements of cash flows) for the Company and the Partnership as of and for the fiscal years ended December 31, 1997, 1996 and 1995 (which shall have been audited by KPMG Peat Marwick, LLP). (b) The Parties parties hereto will use their respective best efforts to cause the letters referred to in clauses (ii) and (iii) above to be delivered and will cooperate in the preparation of the Joint Proxy Statement and the Registration Statement and in having the Registration Statement declared effective as soon as practicable.