Common use of Joint Proxy Statement/Prospectus; Registration Statement Clause in Contracts

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectusand the Form S-4 Registration Statement. Each of Parent and the Buyer Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement and shall request the cooperation of such party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement. Each of Parent and the Company shall respond to any comments of the SEC and shall use its respective all commercially reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other party in good faith) on any amendment or supplement on the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b5.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff EXECUTION COPY or any other government officials, on the other hand, with respect to the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b5.2(b). Each of the Buyer Parent and the Company shall use its all commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementLegal Requirements. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parties shall prepare and shall file with the SEC the Proxy Statement, and the Parties shall prepare and the Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus, provided that the Parties may mutually delay the filing of the Proxy Statement until approval of the Registration Statement by the SEC. Each of Party shall use reasonable efforts to cause the Buyer and the Company shall Registration Statement to become effective as soon after such filing as practicable. Each Party will respond to any comments of the SEC and shall will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filings and each Party will cause the Proxy Statement and the Buyer and prospectus contained within the Company shall cause the Joint Proxy Statement/Prospectus Registration Statement to be mailed to their its respective stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall Party will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials Governmental Entity and of any request by the SEC or its staff or any other government officials Governmental Entity for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus Statement or any filing pursuant to Section 6.2(b) 6.4 or for additional information and shall will supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsGovernmental Entity, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)6.4. Each of the Buyer and the Company shall use its reasonable best efforts to Party will cause all documents that it is responsible for filing with the SEC or other regulatory authorities Governmental Entity under this Section 6.2 6.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b)6.4, the Buyer or the Company, as the case may be, shall each Party will promptly after obtaining knowledge thereof inform the other Other Party of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsGovernmental Entity, and/or mailing to stockholders of the CompanyParties, such amendment or supplement. (b) Each . Neither Party shall file with, or submit to, the SEC the Proxy Statement, the Registration Statement or any amendment or supplement to either thereof, or any supplemental material, without obtaining the prior written consent of the Buyer and the Company other Party to such filing or submission, which consent shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereundernot be unreasonably withheld or delayed.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and Buyer, in cooperation with the Company Company, shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective all commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders shareholders or stockholders, as the case may be, at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its all commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company, such amendment or supplement. (b) Each of the The Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, GT will prepare, with cooperation of the Buyer Company, and file with the Company shall jointly SEC, the Proxy Statement and GT will prepare and the Buyer shall file with the SEC the Registration Statement, Statement in which the Joint Proxy Statement/Prospectus shall Statement will be included as a prospectus. Each of the Buyer Company and the Company shall GT will respond to any comments of the SEC and shall SEC, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filing and the Buyer and the Company shall will cause the Joint Proxy Statement/Prospectus Statement to be mailed to their its respective stockholders shareholders at the earliest practicable time time. As promptly as practicable after the Registration Statement is declared effective date of this Agreement, the Company and GT will prepare and file any other filings required under the Exchange Act, the Securities ActAct or any other Federal, foreign or Blue Sky laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Company and the Company shall GT will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus Statement or any filing pursuant to Section 6.2(b) Other Filing or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)Other Filing. Each of The Proxy Statement, the Buyer Registration Statement and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to Other Filings will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Company or the CompanyGT, as the case may be, shall will promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyCompany and GT, such amendment or supplement. (b) Each . The Joint Proxy Statement/Prospectus shall include the unanimous recommendation of the Buyer Boards of Directors of the Company and GT in favor of the approval and adoption of this Agreement and the Company shall promptly make all necessary filings that it is required approval of the Merger, subject to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws Section 4.2(b) and the rules last sentence of Section 5.2 and regulations thereunderSection 5.3.

Joint Proxy Statement/Prospectus; Registration Statement. (ai) As promptly as practicable after the execution of this Agreement, the Buyer and Parent, in cooperation with the Company Company, shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer Parent and the Company shall respond to any comments of the SEC and shall use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective its stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b6.3(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b6.3(b). Each of the Buyer Parent and the Company shall use its commercially reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.3 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b6.3(b), the Buyer Parent or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (bii) Each of the Buyer The Parent and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent will prepare, and file with the Buyer SEC, the Joint Proxy Statement/Prospectus, and the Company shall jointly Parent will prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of Parent and Company shall provide promptly to the Buyer other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer Company and the Company shall Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply in all material respects ------------ with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. (b) If eligible, Parent shall use commercially reasonable efforts (i) to obtain an amendment exemption from compliance with applicable Nasdaq Stock Market stockholder voting requirements promulgated by the NASD in connection with the Merger, or supplement (ii) otherwise to make arrangements such that Parent need not solicit the vote or hold a meeting of its stockholders in connection with the Merger or the issuance of shares of Parent Common Stock pursuant thereto. If Parent obtains such an exemption or otherwise makes such arrangements, all references to "Joint Proxy Statement/Prospectus, " in this Agreement shall be deemed to be changed to "Proxy Statement/Prospectus" and all other appropriate changes shall be deemed to be made to this Agreement to reflect the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other fact that a meeting of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to Parent's stockholders of the Company, such amendment or supplementis not required. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the S-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of the S-4, the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Parent. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to be mailed comply as to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer form and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all the applicable requirements of law (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations promulgated thereunderof the Nasdaq. Whenever If at any time prior to the Effective Time, any event occurs relating to Parent or Company or any of their respective affiliates, officers or directors should be discovered by Parent or Company, as the case may be, which is required to should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement Parent or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementother. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.4 of this Agreement and (ii) the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. referred to in Section 2.22; provided, however, that the Board of Directors of Company shall submit this -------- ------- Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include (i) the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance and (ii) the opinion of UBS Warburg LLC referred to in Section 3.8. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer ▇▇▇▇▇▇ and the Company Galileo shall jointly prepare cooperate to and the Buyer shall promptly prepare, and cause New Parent to file with the SEC SEC, the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of the Buyer ▇▇▇▇▇▇ and the Company Galileo shall respond jointly prepare responses by New Parent to any comments of the SEC and New Parent, ▇▇▇▇▇▇ and Galileo shall each use its respective their reasonable best efforts efforts, and ▇▇▇▇▇▇ and Galileo shall each cooperate with New Parent, to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer ▇▇▇▇▇▇ and the Company Galileo shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders shareholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer ▇▇▇▇▇▇ and the Company Galileo shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall as promptly as practicable following receipt supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger transactions contemplated by this Agreement or any filing pursuant to Section 6.2(b). Each of the Buyer ▇▇▇▇▇▇ and the Company Galileo shall use its reasonable best efforts to cause all documents that it or New Parent is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event or change occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer ▇▇▇▇▇▇ or the CompanyGalileo, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing (or causing New Parent to file) with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders shareholders of the Company▇▇▇▇▇▇ and Galileo, such amendment or supplement. (b) Each of Galileo and ▇▇▇▇▇▇ shall, and shall cause New Parent to, timely (i) file or furnish all reports, proxy statements, communications, announcements, publications and other documents required to be filed or furnished by it with the Buyer SEC between the date hereof and the Company Effective Time. Each of Galileo and ▇▇▇▇▇▇ shall, and shall promptly cause New Parent to, to the extent that any report, proxy statement, communication, announcement, publication or other document being filed or furnished by such party with the SEC contains any statement relating to this Agreement and the transactions contemplated hereby, and to the extent permitted by law and applicable confidentiality agreements, consult with the other for a reasonable time before filing or furnishing such report, proxy statement, communication, announcement, publication or other document with the SEC, and (ii) timely make all necessary filings that it is required to make with respect to this Agreement and the Merger transactions contemplated hereby required to be made under the Securities Act, the Exchange Act, all applicable state blue sky laws and the rules and regulations thereunderall other applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer Parent shall file with the SEC the Registration F-4, which shall include a document or documents that will constitute (i) the prospectus forming part of the registration statement on the F-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the F-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the F-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the F-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of the F-4, the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Parent. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to be mailed comply as to their respective stockholders at form and substance with respect to such party in all material respects with the earliest practicable time after applicable requirements of (i) the Registration Statement is declared effective under Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall (i) solicit the approval of this Agreement and the Merger and include the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.4 of this Agreement, and (ii) include the opinion of FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ referred to in Section 2.23; PROVIDED, HOWEVER, that the Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall (A) solicit the approval of the Share Issuance and include the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance, and (B) include the opinion of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated referred to in Section 3.12. If Company has not breached Section 5.4, then nothing contained in this Agreement shall prevent the Board of Directors of Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act. (c) Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC amend or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, supplement the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant extent required by law to Section 6.2(b)do so. Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an No amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Prospectus or the F-4 shall be made without the approval of Parent and Company, as the case may be, which approval shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC not be unreasonably withheld or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the F-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the F-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Acquiror and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Genesis Delaware Common Stock pursuant to the Merger. Acquiror or Company, as the case may be, shall furnish all information concerning Acquiror, Genesis Delaware, Merger Sub or Company as the other party may reasonably request in connection with such actions and the preparation of the S-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of the S-4, the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Acquiror. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to be mailed comply as to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer form and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all the applicable requirements of law and (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated thereunderof the Nasdaq and (iv) the Companies Act (Nova Scotia). Whenever If at any time prior to the Effective Time, any event occurs relating to Acquiror or Company or any of their respective affiliates, officers or directors should be discovered by Acquiror or Company, as the case may be, which is required to should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement Acquiror or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementother. (b) The Joint Proxy Statement/Prospectus shall include (i) a proposal to approve this Agreement and the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the board of directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 6.4 of this Agreement and (ii) the opinion of U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. referred to in Section 3.22; provided, however, that the board of directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include (i) the approval of the Share Issuance and the recommendation of the board of directors of Acquiror to Acquiror's shareholders that they vote in favor of approval of the Share Issuance (ii) if the Restructuring has not then occurred, the approval of the Restructuring and the recommendation of the board of directors of Acquiror to Acquiror's shareholders that they vote in favor of approval of the Restructuring, and (iii) the opinion of Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇ referred to in Section 4.14. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Acquiror and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Genesis Delaware Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/ Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the S-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of the S-4, in which the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Parent. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Statement/ Prospectus to be mailed comply as to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer form and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all the applicable requirements of law (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations promulgated thereunderof the Nasdaq. Whenever If at any time prior to the Effective Time, any event occurs relating to Parent or Company or any of their respective affiliates, officers or directors should be discovered by Parent or Company, as the case may be, which is required to should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Statement/ Prospectus, the Registration Statement Parent or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementother. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.4 of this Agreement and (ii) the opinion of Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇. referred to in Section 2.22; provided, however, that the Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include (i) the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance and (ii) the opinion of UBS Warburg LLC referred to in Section 3.8. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As The Parent shall (with the Company’s reasonable cooperation), as promptly as practicable after the execution date of this Agreement, the Buyer and the Company shall jointly prepare and the Buyer shall file with the SEC a registration statement on Form S-4 in connection with the Parent Stock Issuance (as amended or supplemented, the “Registration Statement”), in which the Joint Proxy Statement/Prospectus will be included. The Joint Proxy Statement/Prospectus shall include the Company Board Recommendation and the Parent Board Recommendation. Each of Company and Parent shall furnish all information concerning such Person and its Affiliates to the other Party, and provide such other assistance as may be reasonably requested by such other Party to be included therein and shall otherwise reasonably assist and cooperate with the other Party in the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, the Registration Statement and the resolution of comments to either of the foregoing documents received by the SEC. The Parent shall, as a prospectuspromptly as practicable after the receipt thereof, provide the Company with copies of any written comments and advise the Company of any oral comments with respect to the Joint Proxy Statement/Prospectus or the Registration Statement received by the Parent from the SEC, including any request from the SEC for amendments or supplements thereto (or such other filings as may be necessary under applicable Laws), and shall promptly provide the Company with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. None of the Company, the Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Joint Proxy Statement/Prospectus or the Registration Statement unless it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Each of the Buyer Parent and the Company shall respond to any comments advise the other, promptly after receipt of notice thereof, of the SEC time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of shares of Parent Common Stock for offering or sale in any jurisdiction, and each of the Parent and the Company shall use its respective reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (b) Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, filing (including responding to comments of the SEC) and the Buyer and the Company each Party shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective its stockholders at as promptly as practicable thereafter. (c) The Parties each agree, as to itself and its Subsidiaries, that none of the earliest practicable time after information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement is declared will, at the time the Registration Statement becomes effective under the Securities Act. Each , contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Buyer statements therein not misleading, and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, (ii) the Joint Proxy Statement/Prospectus and any amendment or any filing pursuant supplement thereto will, at the date it is first mailed to Section 6.2(b) or for additional information and shall supply stockholders of the other with copies of all correspondence between such party or any of its representatives, on the one hand, Parent and the SECCompany and at the time of the Parent Stockholders Meeting and the Company Stockholders Meeting, contain any untrue statement of a material fact or its staff omit to state any material fact required to be stated therein or any other government officialsnecessary to make the statements therein, on in light of the other handcircumstances under which they were made, not misleading. The Parent shall (with respect to the Registration Statement, Company’s reasonable cooperation) cause the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Prospectus and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 Registration Statement to comply as to form in all material respects with all the applicable requirements provisions of law the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder; provided, however, that no representation is made by the Parent with respect to statements made therein based on information supplied by the Company for inclusion or incorporation by reference therein. (d) The Company shall provide to Parent audited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and accompanied by the report thereon of the Company’s independent auditors as soon as reasonably practicable (except that the report thereon of the Company’s independent auditors may not be delivered prior to the date of filing of the Registration Statement). Whenever Without limiting the foregoing, (i) the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required for the Registration Statement and (ii) the Company shall provide, as soon as reasonably practicable, any event occurs which is other audited or reviewed and unaudited financial statements, including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of the Company and its Subsidiaries required to be set forth included in either (x) the Registration Statement or (y) any other filing (each, an “Other Filing”) by Parent required or requested by the SEC in connection with the Transactions (including any Current Report on Form 8-K), together with the notes and schedules thereto, in each case, prepared in accordance with GAAP and Regulation S-X, which financial statements shall be audited or reviewed, as the case may be, in accordance with the standards required to include such financial statements (including any restatement) in the Registration Statement or such other filing (including any Current Report on Form-8K), as applicable. The Company shall use commercially reasonable efforts to cause its independent public accountants to (i) cooperate in the preparation of the Registration Statement and (ii) provide such accountants’ consent to the inclusion in the Registration Statement and any Other Filing of (x) their audit reports and (y) reference to their firm as experts. (e) If, at any time prior to the Effective Time, any Party obtains knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Joint Proxy Statement/Prospectus that would require any amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus so that any of such documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Party shall promptly advise the other Parties and the Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the stockholders of Parent and the Company. (f) Each Party will provide the other Party and its legal counsel with a reasonable opportunity to review and comment on drafts of the Joint Proxy Statement/Prospectus, the Registration Statement Statement, responses to any comments from the SEC with respect thereto, and other documents related to the Parent Stockholders Meeting or any filing pursuant to Section 6.2(bthe Company Stockholders Meeting, as applicable, or the issuance of the shares of Parent Common Stock in respect of the Merger (including, in each case, the proposed final version of such document), prior to filing such documents with the Buyer or applicable Governmental Body and mailing such documents to the stockholders of the Parent and the Company, as applicable. Each Party will consider in good faith the case may be, shall promptly after obtaining knowledge thereof inform comments of the other of Party in connection with any such occurrence document or response and cooperate each Party agrees that all information relating to Parent and its Subsidiaries included in filing with the SEC Joint Proxy Statement/Prospectus or its staff the Registration Statement shall be in form and content satisfactory to the Parent, acting reasonably, and all information relating to the Company Group included in the Joint Proxy Statement/Prospectus or any other government officials, and/or mailing the Registration Statement shall be in form and content satisfactory to stockholders of the Company, such amendment or supplementacting reasonably. (bg) Each Party shall, as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith, if applicable. Each Party agrees (x) to provide the other Party reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one (1) day prior to the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, and on the day of, but prior to, the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Parent Vote or the Requisite Company Vote, as applicable, have been obtained. (h) No amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the Buyer and the Company other party, which approval shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Actnot be unreasonably withheld, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderconditioned or delayed.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration Statement, in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus shall be included as a prospectusProspectus. Each of the Buyer parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of Parent and Company shall provide promptly to the other said information concerning its business and financial statements and affairs, as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of the Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer and the Company shall will cause the Joint Proxy Statement/Prospectus to be mailed to their its respective stockholders at the earliest and shareholders, as promptly as practicable time after the Registration Statement is declared effective date of the S-4. As promptly as practicable after the date of the Agreement, each of Company and Parent will prepare and file any filings required to be filed by it under the Exchange Act, the Securities Act, or other federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration StatementS-4, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) Other Filing, or for any additional information and shall will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)Other Filing. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement S-4 or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Company or the Company, Parent as the case may be, shall will promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of Company, and stockholders of the CompanyParent, such amendment or supplement. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation in compliance with Section 5.4 of this Agreement, and (ii) the opinion of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation referred to in Section 2.20 (unless the Board of Directors of Company has withdrawn its recommendation in compliance with Section 5.4); provided, however, -------- ------- that the Board of Directors of Company shall submit this Agreement to Company's shareholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall include (A) the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance, and (B) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated referred to in Section 3.18. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreementpracticable, the Buyer Company, New Charter and the Company Parent shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of Registration Statement (in which the SEC Joint Proxy State- ment/Prospectus will be included) with the SEC. The Company, New Charter and Parent shall use its respective their reasonable best efforts to have cause the Registration Statement declared to become effective under the Securities 1933 Act as promptly soon after such filing as practicable after such filings, and to keep the Buyer and Registration Statement effec- tive as long as is necessary to consummate the Company shall cause the Merger. The Joint Proxy Statement/Prospectus shall include, subject to be mailed Section 6.03, the Company Board Recommendation and, subject to their respective stockholders at Sec- tion 7.04, the earliest practicable time after Parent Board Recommendation. The Company and Parent shall cooperate with one another in (x) setting a mutually acceptable date for the Registration Statement is declared effective under the Securities Act. Each of the Buyer Company Stockholder Meeting and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements Parent Stockholder Meeting, so as to enable them to occur, to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representativesextent practicable, on the one hand, same date and (y) setting the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)dates for their respective annual meetings of stockholders. Each of the Buyer The Company and the Company Parent shall use its reasonable best efforts to cause all documents the Joint Proxy State- ment/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall use its reason- able best efforts to ensure that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 Registration Statement and the Joint Proxy State- ment/Prospectus comply as to comply form in all material respects with the rules and regulations prom- ulgated by the SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company and Parent shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable requirements of law state “blue sky” laws and the rules and regulations promulgated thereunder. (c) Each of the Company and Parent shall promptly provide the other parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable oppor- tunity to participate in the response to those comments. (d) No amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other parties hereto, which approval shall not be unreasonably withheld or delayed; provid- (A) a Parent Adverse Recommendation Change, (B) a statement of the reason of Parent’s Board of Directors for making such Parent Adverse Recommendation Change, and (C) additional in- formation reasonably related to the foregoing. Whenever Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any event occurs which is required supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of New Charter Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If, at any time prior to the Effective Time, Parent or the Company discovers any information relating to any party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement/ProspectusProspectus or the Registration Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, party that discovers that information shall promptly after obtaining knowledge thereof inform notify the other of such occurrence party and cooperate in filing an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or its staff or any other government officialsregulation, and/or mailing disseminated to stockholders the share- holders and stockholders, respectively, of Parent and the Company, such amendment or supplement. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration Statement, in which prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus shall be included as a prospectusProspectus. Each of the Buyer parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of Parent and Company shall provide promptly to the other said information concerning its business and financial statements and affairs, as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the S-4. Each of the Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer and the Company shall will cause the Joint Proxy Statement/Prospectus to be mailed to their its respective stockholders at the earliest and shareholders, as promptly as practicable time after the Registration Statement is declared effective date of the S-4. As promptly as practicable after the date of the Agreement, each of Company and Parent will prepare and file any filings required to be filed by it under the Exchange Act, the Securities Act, or other federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration StatementS-4, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) Other Filing, or for any additional information and shall will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementS-4, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)Other Filing. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement S-4 or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Company or the Company, Parent as the case may be, shall will promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of Company, and stockholders of the CompanyParent, such amendment or supplement. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation in compliance with Section 5.4 of this Agreement, and (ii) the opinion of Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation referred to in Section 2.20 (unless the Board of Directors of Company has withdrawn its recommendation in compliance with Section 5.4); provided, however, that the Board of Directors of Company shall submit this Agreement to Company's shareholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall include (A) the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance, and (B) the opinion of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated referred to in Section 3.18. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and Parent, in cooperation with the Company Company, shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer Parent and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer Parent and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Parent and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Parent or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) Each of the Buyer The Parent and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC mutually acceptable proxy materials which shall constitute the Registration “Joint Proxy Statement, /Prospectus,” and Parent shall prepare and file the S-4 with the SEC. The Joint Proxy Statement Prospectus will be included in which and will constitute part of the S-4 as Parent’s prospectus. The S-4 and the Joint Proxy Statement/Prospectus shall be included comply as a prospectusto form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the Buyer and the Company shall respond to any comments of the SEC and parties hereto shall use its respective commercially reasonable best efforts to have cause the Registration Statement S-4 to be declared effective under the Securities Act as promptly as practicable after such filings, the date hereof and to keep the S-4 effective as long as is necessary to consummate the Merger and the Buyer transactions contemplated hereby. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the Company shall cause preparation of the S-4 and the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities ActProspectus. Each of the Buyer Parent and the Company shall will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statementto, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, S-4 and/or the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/ProspectusProspectus and/or the S-4, the Registration Statement Parent or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall will promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the Parent and/or Company, such amendment or supplement. Each of Parent and Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and/or the S-4 prior to filing such with the SEC and shall provide each other with a copy of all such filings made with the SEC. As promptly as practicable after the SEC declares the S-4 effective, each of Parent and Company will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders. Parent shall take all action required under any applicable laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement, the Merger and other transactions contemplated hereby by the Board of the Directors of Company and the recommendation of the Board of Directors of Company to Company’s stockholders that they vote in favor of adoption of this Agreement, subject to the right of the Board of Directors of Company to effect a Change of Recommendation (as defined in Section 5.3(c)), in compliance with Section 5.3 and (ii) the approval of this Agreement, the Merger and other transactions contemplated hereby by the Board of Directors of Parent and the recommendation of the Board of Directors of Parent to Parent’s stockholders that they vote in favor of approval of the Share Issuance. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has been declared effective by the SEC or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and Buyer, in cooperation with the Company Company, shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) Each of the The Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference in the joint proxy statement/prospectus to be sent to the stockholders of Harrah's and Rio in connection with the meeting of Rio's stockholders (athe "RIO ST▇▇▇▇▇▇▇▇RS' MEETING") As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall jointly prepare and meeting of Harrah's stockholders (the Buyer shall file "HARRAH'S STOCKHOLDERS' MEETING") to consider the Agree▇▇▇▇ ▇▇▇ the Merger (the "J▇▇▇▇ ▇▇▇XY STATEMENT/PROSPECTUS") or any amendment thereof or supplement thereto, will, on the date it became effective with the SEC SEC, at the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each time of the Buyer and the Company shall respond to any comments mailing of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) amendment or for additional information and shall supply supplement, at the other with copies time of all correspondence between such party or any of its representatives, on the one hand, Rio Stockholders' Meeting and the SECHarrah's Stockholders' Meeting and at the Effective Time, contain any untrue state▇▇▇▇ ▇▇ a material fact or its staff omit to state any material fact required to be stated therein or any other government officialsnecessary in order to make the statements therein, on in light of the other handcircumstances under which they are made, with respect to the Registration Statement, the not misleading. The Joint Proxy Statement/Prospectus, the Merger or any filing pursuant Prospectus will comply as to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply form in all material respects with all applicable requirements the provisions of law the Securities Act and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder; PROVIDED, HOWEVER, that Rio makes no representation with respect to any information supplied or to be supplied by Harrah's or Merger Sub for inclusion in the Joint Proxy Statement/Prospectus or an▇ ▇▇▇▇▇ment thereof or supplement thereto. None of the information supplied by Rio or its Subsidiaries to be included or incorporated by reference from Rio SEC filings in the registration statement on Form S-4 pursuant to which shares of Harrah's Common Stock issued in the Merger will be registered under the Securitie▇ ▇▇▇ (▇he "REGISTRATION STATEMENT"), of which the Joint Proxy Statement/Prospectus will form a part, will, at the time the Registration Statement is declared effective by the SEC, 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, in light of the circumstances under which they are made, not misleading.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Company and the Company shall jointly Parent will prepare and the Buyer shall file with the SEC the Registration Statement, in which the a Joint Proxy Statement/Prospectus shall (the "Proxy Statement"), and Parent will prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement") in which the Proxy Statement will be included as a prospectus. Each of the Buyer and the Company shall Parent will respond to any comments of the SEC SEC; the Company will cooperate with Parent in responding to any such comments; each of the Company and shall Parent will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "1933 Act"), as promptly as practicable after such filingsits filing, and the Buyer Company and the Company shall Parent will cause the Joint Proxy Statement/Prospectus Statement to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and Parent will prepare and file any other filings required to be filed by it under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "1934 Act"), the 1933 Act or any other federal, foreign or blue sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus Statement or any filing pursuant to Section 6.2(b) Other Filing or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)Other Filing. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 1.4(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Company or the CompanyParent, as the case may be, shall will promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyCompany and stockholders of Parent, such amendment or supplement. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall each use their reasonable best efforts to jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectusand the Registration Statement within twenty (20) Business Days following the Execution Date. Each of Parent and The Company shall provide as promptly as practicable to the Buyer other such information concerning its business affairs and Financial Statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent and the Company shall respond to any comments of the SEC and shall use its respective their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other Party in good faith) on any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to this Section 6.2(b6.6(a) or for additional information and shall supply the other with copies of all correspondence between such party Party or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b6.6(b). Each of the Buyer Parent and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.6(a) to comply as to form and substance as to such Party in all material respects with all applicable requirements of law and Laws. (b) If, at any time prior to the rules and regulations promulgated thereunder. Whenever Effective Time, any information is discovered or any event occurs with respect to Parent, the Company or any of their respective Subsidiaries, or any change occurs with respect to the other information included in the Registration Statement or the Joint Proxy Statement/Prospectus which is required to be set forth described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Prospectus so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then (i) the Party learning of such information shall notify the other Parties as promptly as practicable of such event, and Parent and the Company shall as promptly as practicable file with the SEC any necessary amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, respectively, and (ii) Parent and the Registration Statement Company shall (A) use their reasonable best efforts to have such amendment or any filing pursuant supplement cleared for mailing as soon as practicable and (B) as required by applicable Law, disseminate the information contained in such amendment or supplement to Section 6.2(b)holders of Company Shares and Parent Shares; provided, however, that no amendment or supplement will be filed and no such information shall be otherwise disseminated without prior consultation between Parent and the Buyer or Company and providing Parent and the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence Company with a reasonable opportunity to review and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, comment on such amendment or supplement. (bc) Each The Company shall provide Parent on a confidential, non-reliance basis for informational purposes only, a copy of the Buyer and fairness opinion from the Company shall promptly make all necessary filings Financial Advisor stating that it the Exchange Ratio is required to make with respect fair from a financial point of view to the Merger under holders of the Securities ActCompany Shares electing to receive Parent Voting Common Stock, as of the Exchange Actdate of the fairness opinion; provided, that Parent has executed a non-reliance release letter reasonably acceptable to the Company Financial Advisor prior to the receipt of the fairness opinion, and Parent shall not disclose the fairness opinion, its contents or the identity of the Company Financial Advisor, including in the Joint Proxy Statement/Prospectus or the Registration Statement, except as required by applicable state blue sky laws and the rules and regulations thereunderLaw.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall each use their reasonable best efforts to jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectusand the Registration Statement within fifteen (15) Business Days following the Execution Date. Each of Parent and the Buyer Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party's counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party's auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent and the Company shall respond to any comments of the SEC and shall use its respective their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer each of Parent and the Company will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other Party in good faith) on any amendment or supplement on the Joint Proxy Statement/Prospectus or the Registration Statement prior to the filing thereof with the SEC. The Company and Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to this Section 6.2(b) 6.5 or for additional information and shall supply the other with copies of all correspondence between such party Party or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b6.5(b). Each of the Buyer Parent and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.5 to comply as to form and substance as to such Party in all material respects with all applicable requirements of law and Laws. (b) If, at any time prior to the rules and regulations promulgated thereunder. Whenever Effective Time, any information is discovered or any event occurs with respect to Parent or any of the Company or its Subsidiaries, or any change occurs with respect to the other information included in the Registration Statement or the Joint Proxy Statement/Prospectus which is required to be set forth described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Prospectus so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then (i) the Party learning of such information shall notify the other Parties promptly of such event, and Parent and the Company shall promptly file with the SEC any necessary amendment or supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, respectively, (ii) Parent and the Registration Statement Company shall (A) use their reasonable best efforts to have such amendment or any filing pursuant supplement cleared for mailing as soon as practicable and (B) as required by applicable Law, disseminate the information contained in such amendment or supplement to Section 6.2(b)holders of Company Shares and Parent Shares; provided, however, that no amendment or supplement will be filed and no such information shall be otherwise disseminated without prior consultation between Parent and the Buyer or Company and providing Parent and the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence Company with a reasonable opportunity to review and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, comment on such amendment or supplement. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall jointly prepare and the Buyer Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective its stockholders at the earliest practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, of such amendment or supplement. (b) Each of the The Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent will prepare, and file with the Buyer SEC, the Joint Proxy Statement/Prospectus, and the Company shall jointly Parent will prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of Parent and Company shall provide promptly to the Buyer other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer Company and the Company shall Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply ------------ in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. (b) If eligible, Parent shall use commercially reasonable efforts (i) to obtain an amendment exemption from compliance with applicable Nasdaq Stock Market stockholder voting requirements promulgated by the NASD in connection with the Merger, or supplement (ii) otherwise to make arrangements such that Parent need not solicit the vote or hold a meeting of its stockholders in connection with the Merger or the issuance of shares of Parent Common Stock pursuant thereto. If Parent obtains such an exemption or otherwise makes such arrangements, all references to "Joint Proxy Statement/Prospectus, " in this Agreement shall be deemed to be changed to "Proxy Statement/Prospectus" and all other appropriate changes shall be deemed to be made to this Agreement to reflect the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other fact that a meeting of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to Parent's stockholders of the Company, such amendment or supplementis not required. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall jointly prepare and the Buyer Company shall file with the SEC the Joint Proxy Statement/Prospectus, and the Buyer, in cooperation with the Company, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective its stockholders at the earliest -39- 47 practicable time after both the Joint Proxy Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, of such amendment or supplement. (b) Each of the The Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer shall file with the SEC a document or documents that will constitute (i) the Registration prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the S-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of the S-4, the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Parent. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to be mailed comply as to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer form and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements substance to the Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all the applicable requirements of law (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations promulgated thereunderof the Nasdaq. Whenever If at any time prior to the Effective Time, any event occurs relating to Parent or Company or any of their respective affiliates, officers or directors should be discovered by Parent or Company, as the case may be, which is required to should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement Parent or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementother. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.4 of this Agreement and (ii) the opinion of Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇. referred to in Section 2.22; provided, however, that the Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include (i) the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance and (ii) the opinion of UBS Warburg LLC referred to in Section 3.8. -35- 40 (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and the Buyer Parent shall file with the SEC the Registration F-4, which shall include a document or documents that will constitute (i) the prospectus forming part of the registration statement on the F-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all reasonable efforts to cause the F-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the F-4, the parties hereto shall take all action required under any applicable Laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the F-4 and the Joint Proxy Statement/Prospectus. As promptly as -33- 38 practicable after the effective date of the F-4, the Joint Proxy Statement/Prospectus shall be included as a prospectusmailed to the stockholders of Company and of Parent. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company parties hereto shall cause the Joint Proxy Statement/Prospectus to be mailed comply as to their respective stockholders at form and substance with respect to such party in all material respects with the earliest practicable time after applicable requirements of (i) the Registration Statement is declared effective under Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall (i) solicit the approval of this Agreement and the Merger and include the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.4 of this Agreement, and (ii) include the opinion of FleetBoston Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇erred to in Section 2.23; provided, however, that the Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall (A) solicit the approval of the Share Issuance and include the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance, and (B) include the opinion of Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated referred to in Section 3.12. If Company has not breached Section 5.4, then nothing contained in this Agreement shall prevent the Board of Directors of Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act. (c) Each of the Buyer Parent and the Company shall notify the other promptly upon the receipt of any comments from the SEC amend or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, supplement the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any filing pursuant extent required by law to Section 6.2(b)do so. Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an No amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Prospectus or the F-4 shall be made without the approval of Parent and Company, as the case may be, which approval shall promptly after obtaining knowledge thereof inform the other of such occurrence and cooperate in filing with the SEC not be unreasonably withheld or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (b) delayed. Each of the Buyer and parties hereto shall advise the Company shall other parties hereto, promptly make all necessary filings that after it is required to make receives notice thereof, of the time when the F-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with respect to the Merger under for offering or sale in any jurisdiction, or of any request by the Securities Act, SEC for amendment of the Exchange Act, applicable state blue sky laws Joint Proxy Statement/Prospectus or the F-4 or comments thereon and responses thereto or requests by the rules and regulations thereunderSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Company and Parent will prepare, and file with the Buyer SEC, the Joint Proxy Statement/Prospectus, and the Company shall jointly Parent will prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall will be included as a prospectus. Each of Parent and Company shall provide promptly to the Buyer other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Company shall and Parent will respond to any comments of the SEC SEC, and shall will use its respective commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filingsfiling, and the Buyer Company and the Company shall Parent will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws or NASD or National Market System rules, regulations or bylaws in order to consummate the Merger and the transactions contemplated by this Agreement. Each of the Buyer Company and the Company shall Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. (b) If eligible, Parent shall use commercially reasonable efforts (i) to obtain an amendment exemption from compliance with applicable Nasdaq Stock Market stockholder voting requirements promulgated by the NASD in connection with the Merger, or supplement (ii) otherwise to make arrangements such that Parent need not solicit the vote or hold a meeting of its stockholders in connection with the Merger or the issuance of shares of Parent Common Stock pursuant thereto. If Parent obtains such an exemption or otherwise makes such arrangements, all references to "Joint Proxy Statement/Prospectus, " in this Agreement shall be deemed to be changed to "Proxy Statement/Prospectus" and all other appropriate changes shall be deemed to be made to this Agreement to reflect the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other fact that a meeting of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to Parent's stockholders of the Company, such amendment or supplementis not required. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall jointly prepare and the Buyer shall file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus shall be included as a prospectus. Each of the Buyer and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings, and the Buyer and the Company shall cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Joint Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and shall will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer Company and the Company shall use its reasonable best efforts to Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Notwithstanding any event occurs other provision of this Agreement, nothing herein shall require Parent to qualify to do business in any jurisdiction in which it is required not now so qualified or to be set forth file a general consent to service of process under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. (b) If eligible, Parent shall use commercially reasonable efforts (i) to obtain an amendment exemption from compliance with applicable Nasdaq Stock Market stockholder voting requirements promulgated by the NASD in connection with the Merger, or supplement (ii) otherwise to make arrangements such that Parent need not solicit the vote or hold a meeting of its stockholders in connection with the Merger or the issuance of shares of Parent Common Stock pursuant thereto. If Parent obtains such an exemption or otherwise makes such arrangements, all references to "Joint Proxy Statement/Prospectus, " in this Agreement shall be deemed to be changed to "Proxy Statement/Prospectus" and all other appropriate changes shall be deemed to be made to this Agreement to reflect the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, shall promptly after obtaining knowledge thereof inform the other fact that a meeting of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to Parent's stockholders of the Company, such amendment or supplementis not required. (b) Each of the Buyer and the Company shall promptly make all necessary filings that it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.