Common use of Preparation of Proxy Statement; Stockholders Meetings Clause in Contracts

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectus. Each of Buyer and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer AHP and the Company Monsanto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and AHP shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of AHP Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerAHP's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of AHP and Monsanto shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer AHP and the Company Monsanto shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and AHP will provide the other party Monsanto with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Monsanto with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer AHP will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to AHP stockholders, and Monsanto will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Monsanto's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfAHP shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and Monsanto shall furnish all information concerning Monsanto and the holders of Monsanto Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the AHP Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer AHP or the CompanyMonsanto, or any of their respective affiliates, officers or directors, is should be discovered by Buyer AHP or the Company and such information Monsanto which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer AHP and the CompanyMonsanto.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing preparing, and as promptly as reasonably practicable (including by causing their tax counsel to provide tax opinionsbut no later than thirty-five (35) and each shall cause to be filed with days) following the SEC mutually acceptable proxy materials that shall constitute date hereof, file the Joint Proxy Statement/Prospectus and Buyer shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 as Buyer's prospectusis declared effective under the Securities Act. Each Subject to Sections 5.3(d) and 5.3(e) and the other applicable terms of Buyer this Agreement, the Proxy Statement/Prospectus shall reflect the Company Board Recommendation and also include, in their entirety, the Fairness Opinions, together with summaries thereof. Parent shall use reasonable best efforts, and the Company shall use its reasonable best efforts cooperate with Parent, to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary through the Closing in order to consummate the Merger and the transactions contemplated hereby. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of Parent Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Shares, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. Each of Buyer and Parent or the Company shall, as promptly as practicable after receipt thereof, provide the other party parties with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Parent and the Company shall cooperate and provide the each other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and shall give reasonable and good faith consideration to any comments thereon made by the other party or its counsel, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding Subject to Section 5.3(g), but notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without providing the other party a reasonable opportunity to review and comment thereon and without the parties consulting and cooperating with one another, and considering in good faith the view of one another in doing so (provided, that, without limiting the foregoing, no amendment or supplement to the Proxy Statement/Prospectus shall be made without the approval of both Buyer the Company and the CompanyParent, which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act). If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the CompanyCompany in accordance with applicable Law.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Parent Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerParent's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon after such filing promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Parent shall cooperate and provide the other party Company with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will promptly provide each other the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.are

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Kerr-McGee and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Oryx shall prepare and file with the SEC proxy materials which shall conxxxxxxx xxe Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Kerr-McGee shall prepare and file a registration statement on Form S-4 with respect to xxx xxxxxxce of Company Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerKerr-McGee's prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall cxxxxx xx xx 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 Buyer Kerr-McGee and the Company Oryx shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by effxxxxxx xx the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Each of Buyer Kerr-McGee and the Company Oryx shall, as promptly as practicable after receipt thereof, provide the other party with thx xxxxx xxrty copies of any written comments, and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Kerr-McGee will provide the other party Oryx with a reasonable opportunity to review and comment on any amendment xxxxxxxxx or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Oryx with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or this Agreement, the Stock Option Agreements or the transactions contemplated hereby or thereby. Buyer Kerr-McGee will use reasonable best efforts to cause the Joint Proxy StatementStatements/Prospectus to be Prospecxxx xx xx mailed to Buyer Kerr-McGee stockholders, and the Company Oryx will use reasonable best efforts to cause the Joint Proxy StatementPxxxx Xxxxxment/Prospectus to be mailed to the Company Oryx's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfKerr-McGee shall also take any action (other than qualifying to do business in any jurixxxxxxxx xn which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of shares of Company Common Stock in the Merger and Oryx shall furnish all information concerning Oryx and the holders of Oryx Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Kerr-McGee or the CompanyOryx, or any of their respective affiliates, officers or directors, is discovered shoulx xx xxxxxvered by Buyer Kerr- McGee or the Company and such information Oryx which should be set forth in an amendment or supplement to any of the Form S-4 txx Xxxx X-0 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules rule or regulationsregulation, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Kerr-McGee and the CompanyOryx.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer PNU and the Company Monsanto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Monsanto shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Monsanto Common Stock and Monsanto Convertible Preferred Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerMonsanto's prospectus. Each of Buyer PNU and the Company Monsanto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer PNU and the Company Monsanto shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Monsanto shall cooperate and provide the other party PNU with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer PNU will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer PNU stockholders, and the Company Monsanto will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Monsanto's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfMonsanto shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and PNU shall furnish all information concerning PNU and the holders of PNU Common Stock and PNU Convertible Preferred Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Monsanto Common Stock or the Monsanto Convertible Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer PNU or the CompanyMonsanto, or any of their respective affiliates, officers or directors, is should be discovered by Buyer PNU or the Company and such information Monsanto which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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 the y were made, not misleading, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer PNU and the CompanyMonsanto.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus and Buyer Parent shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerParent's prospectus. Each of Buyer Parent and the Company shall use its commercially reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SECSEC and consult with each other and jointly prepare written responses with respect to any such written comments. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will shall provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the transactions contemplated hereunder, the other party or its business, financial condition or results of operations. Buyer will Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Parent stockholders, and the Company will shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party shall advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Parent and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and each of the Company parties hereto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the AMB stockholders at the AMB Stockholders Meeting and to the ProLogis shareholders at the ProLogis Shareholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer AMB (and, if required, New Pumpkin) shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus part) with respect to the issuance of AMB Common Stock in and will constitute a part the Topco Merger (and, if required, with respect to the issuance of the New Pumpkin Common Stock in the Pumpkin Merger) (such Form S-4 as Buyer's prospectusS-4, and any amendments or supplements thereto, the “Form S-4”). Each of Buyer and the Company parties hereto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Topco Merger and the transactions contemplated herebythereby. Each of Buyer AMB and the Company ProLogis shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding Each party shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Mergers, and each party shall furnish all information concerning it and the holders of its capital stock or shares of beneficial interest as may be reasonably requested in connection with any such action. Each party will advise the other provision herein to party, promptly after it receives notice thereof, of the contrarytime when the Form S-4 has become effective, no the issuance of any stop order, the suspension of the qualification of the AMB Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities ActS-4. If, at any time prior to the Topco Effective Time, any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers officers, trustees or directors, is should be discovered by Buyer or the Company either party, and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering that discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer AMB and the Companyshareholders of ProLogis.

Preparation of Proxy Statement; Stockholders Meetings. (a) As ----------------------------------------------------- promptly as reasonably practicable following the date hereof, Buyer Globespan and the Company Virata shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Globespan shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerGlobespan's prospectus. Each of Buyer Globespan and the Company Virata shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Globespan and the Company Virata shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Globespan and the CompanyVirata, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed -------- by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Globespan, in connection -------- ------- with a Change in the Globespan Recommendation, and Virata, in connection with a Change in the Virata Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer Globespan will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Globespan stockholders, and the Company Virata will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Virata stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Globespan Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Globespan or the CompanyVirata, or any of their respective affiliates, officers or directors, is discovered by Buyer Globespan or the Company Virata and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Globespan and the CompanyVirata.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Seagate and the Company Maxtor shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute prepare the Joint Proxy Statement/Prospectus and Buyer the S-4 and shall prepare promptly (and file in any event within 21 days following the date on which Maxtor files with the SEC its Annual Report on Form 10-K for the Form S-4. The fiscal year ended December 31, 2005) file the Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectuswith the SEC. Each of Buyer Seagate and the Company Maxtor shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing promptly as practicable and practicable, to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and to mail the Joint Proxy Statement/Prospectus to their respective stockholders as promptly as practicable after the Form S-4 is declared effective. Each Seagate and Maxtor shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of Buyer Seagate, Maxtor or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the Company other transactions contemplated by this Agreement. Seagate and Maxtor shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any substantive correspondence (including responses to comments from the SEC), amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer PNU and the Company Monsanto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Monsanto shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Monsanto Common Stock and Monsanto Convertible Preferred Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerMonsanto's prospectus. Each of Buyer PNU and the Company Monsanto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer PNU and the Company Monsanto shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Monsanto shall cooperate and provide the other party PNU with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer PNU will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer PNU stockholders, and the Company Monsanto will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Monsanto's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfMonsanto shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and PNU shall furnish all information concerning PNU and the holders of PNU Common Stock and PNU Convertible Preferred Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Monsanto Common Stock or the Monsanto Convertible Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer PNU or the CompanyMonsanto, or any of their respective affiliates, officers or directors, is should be discovered by Buyer PNU or the Company and such information Monsanto which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.Form

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Parent shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's Parent’s prospectus. Each of Buyer Parent and the Company shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Parent, in connection with a Change in the Parent Recommendation, and the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions to be accurately described. Buyer The Company will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/ Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Xxxx-XxXxx and the Company Oryx shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Xxxx-XxXxx shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Company Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a 45 part of the Form S-4 as Buyer's Xxxx-XxXxx'x prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Xxxx-XxXxx and Oryx shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Each of Buyer Xxxx-XxXxx and the Company Oryx shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Xxxx-XxXxx will provide the other party Oryx with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Oryx with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or this Agreement, the Stock Option Agreements or the transactions contemplated hereby or thereby. Buyer Xxxx-XxXxx will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Xxxx-XxXxx stockholders, and Oryx will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Oryx's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfXxxx-XxXxx shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of shares of Company Common Stock in the Merger and Oryx shall furnish all information concerning Oryx and the holders of Oryx Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Xxxx-XxXxx or the CompanyOryx, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Xxxx-XxXxx or the Company and such information Oryx which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules rule or regulationsregulation, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Xxxx-XxXxx and the CompanyOryx.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Nara and the Company Center Financial shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Center Financial stockholders at the Center Financial Stockholders Meeting and to the Nara stockholders at the Nara Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer Nara shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus part) in form and will constitute a part substance reasonably satisfactory to Center Financial with respect to the issuance of Nara Common Stock in the Merger (such Form S-4 as Buyer's prospectusS-4, and any amendments or supplements thereto, the “Form S-4”). Each of Buyer Nara and the Company Center Financial shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing promptly as is reasonably practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Nara and the Company Center Financial shall, as promptly as practicable after receipt thereof, provide the other party Party with copies of any written comments, comments and advise each the other Party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each Party shall cooperate and provide the other party Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each Party will provide each the other Party with a copy of all such filings made with the SEC. Notwithstanding Nara shall use its reasonable best efforts to take any other provision herein action required to be taken under any applicable state securities laws in connection with the contraryMerger and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Nara will advise Center Financial, no promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Nara Common Stock and Nara Series B Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsS-4. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the CompanyParties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either Party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering Party which discovers such information shall promptly notify the other parties Party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Center Financial and the CompanyNara.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file a registration statement on Form S-4 or such other applicable form with respect to the SEC issuance of Parent Ordinary Shares in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerParent's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Parent will provide the other party Company with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsparty. Buyer Parent will use reasonable best efforts to cause the Joint Proxy StatementStatements/Prospectus to be mailed to Buyer stockholdersParent's shareholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Company's stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfParent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock and Company Preferred Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Ordinary Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Parent or the Company and such information which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Parent and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer BBCN and the Company WIBC shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the WIBC stockholders at the WIBC Stockholders Meeting and to the BBCN stockholders at the BBCN Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and WIBC and BBCN shall prepare and BBCN shall file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus shall be a part) in form and Buyer shall prepare and file substance reasonably satisfactory to WIBC with respect to the SEC issuance of BBCN Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). The Each of BBCN and WIBC shall use commercially reasonable efforts to file the initial, preliminary Joint Proxy Statement/Prospectus will be included with the SEC as a prospectus promptly as reasonably practicable (and in and will constitute a part of any event within 45 days) following the Form S-4 as Buyer's prospectusdate hereof. Each of Buyer BBCN and the Company WIBC shall use its commercially reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such promptly as is reasonably practicable following the initial filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer BBCN and the Company WIBC shall, as promptly as practicable after receipt thereof, provide the other party Party with copies of any written comments, comments and advise each the other Party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each Party shall cooperate and provide the other party Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will each Party shall provide each the other Party with a copy of all such filings made with the SEC. Notwithstanding BBCN shall use its commercially reasonable efforts to take any other provision herein action required to be taken under any applicable state securities laws in connection with the contraryMerger and each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. BBCN shall advise WIBC, no promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the BBCN Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsS-4. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the CompanyParties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either Party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering Party which discovers such information shall promptly notify the other parties Party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer WIBC and the CompanyBBCN.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the shareholders of Company at the Company Stockholders Meeting and to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and Parent shall prepare, together with Company, and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus and Buyer shall prepare and file be a part) with respect to the SEC issuance of Parent Common Stock in the Merger (such Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in , and will constitute a part of any amendments or supplements thereto, the “Form S-4 as Buyer's prospectusS-4”). Each of Buyer Parent and the Company shall shall: use its commercially reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and SEC, to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and to mail the Joint Proxy Statement/Prospectus to their respective stockholders as promptly as practicable after the Form S-4 is declared effective. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall ; cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein None of the information supplied or to the contrary, no amendment be supplied by Company or supplement (including by Parent for inclusion or incorporation by referencereference in the (A) Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) Joint Proxy Statement/Prospectus will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Merger, 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 Form S-4 statements therein, in light of the circumstances under which they were made, not misleading; provided that, in each case of (A) and (B), neither party shall be responsible or liable for any statements made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to therein based on information relating to supplied by the other party for inclusion or its business, financial condition or results of operations. Buyer will use reasonable best efforts to incorporation by reference therein; cause the Joint Proxy Statement/Prospectus and the Form S-4 to be mailed comply as to Buyer stockholdersform in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the Company will use reasonable best efforts rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either such party with respect to cause statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or Form S-4. Parent and Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder; use commercially reasonable efforts to take any action required to be mailed to taken under any applicable state or foreign securities laws in connection with the Company stockholdersMerger and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action; advise the other party, in each casepromptly after it receives notice thereof, as promptly as practicable after of the time when the Form S-4 is declared effective under has become effective, the Securities Act. Ifissuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/or the Form S-4; and promptly notify the other party if at any time prior to the Effective Time, Time it discovers any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto misleading and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Company and Parent. Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, and in any event within 45 days, following the date upon which the Form S-4 becomes effective (the “Company Stockholders Meeting”) for the purpose of obtaining the Bye-Law Vote and the Required Company Vote and, subject to Section 0, (i) Company shall use commercially reasonable efforts to solicit and secure the Bye-Law Vote and the Required Company Vote in accordance with applicable legal requirements and (ii) the Special Committee and Board of Directors of Company shall include the Bye-Law Recommendation and the Company Recommendation in the Joint Proxy Statement/Prospectus. Parent shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, and in any event within 45 days, following the date upon which the Form S-4 becomes effective (the “Parent Stockholders Meeting”) for the purpose of obtaining the Required Parent Vote and, subject to Section 5.4, (i) Parent shall use commercially reasonable efforts to solicit and secure the Required Parent Vote in accordance with applicable legal requirements and (ii) the Special Committee and Board of Directors of Parent shall include the Parent Recommendation in the Joint Proxy Statement/Prospectus. Company and Parent shall each use their commercially reasonable efforts to cause the Company Stockholders Meeting and the Parent Stockholders Meeting to be held on the same date. Unless Parent’s Special Committee or the Board of Directors of Parent makes a Change of Parent Recommendation, Parent shall, and shall cause its subsidiaries to, Vote all Company Common Shares held by it or its subsidiaries as follows: in favor of approval and adoption of the Bye-Law Amendments and this Agreement and the transactions contemplated hereby, including the Merger, in favor of any other matter intended to facilitate the timely consummation of the Merger, against any action or agreement (including any merger, amalgamation, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of Company or its subsidiaries (except for the Merger)) that would compete with, or impede, or interfere with or that would reasonably be expected to discourage the Merger or inhibit the timely consummation of the Merger, in each case, in any material respect, and against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Company under this Agreement. In furtherance of the foregoing, Parent shall not, and shall cause its subsidiaries not to (A) deposit any of its Company Common Shares in a Voting trust or subject any of its Company Common Shares to any arrangement with respect to the Voting of such Company Common Shares other than agreements entered into with Company, (B) directly or indirectly transfer, sell, assign, convey, offer, exchange, pledge or otherwise dispose of or encumber any of its Company Common Shares or any interest therein, (C) exercise any warrants held by it or its subsidiaries to purchase Company Common Shares, or transfer, sell, assign, convey, offer, exchange, pledge or otherwise dispose of or encumber such warrants.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Purchaser Group and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint proxy statement relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement and any amendments or supplements thereto, the “Proxy Statement/Prospectus and Buyer shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectus. Each of Buyer ”), and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus Statement cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebySEC. Each of Buyer and the The Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 Statement received from the SEC. The parties Company shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 Statement prior to filing such with the SEC SEC, and the Company will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus Statement so that any of such documents document would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer CCA and the Company StorCOMM shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CCA shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of CCA Common Stock in the Merger (the “Form S-4”). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's CCA’s prospectus. Each of Buyer CCA and the Company StorCOMM shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer CCA and the Company StorCOMM shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer CCA and the CompanyStorCOMM, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that CCA, in connection with a Change in the CCA Recommendation, and StorCOMM, in connection with a Change in the StorCOMM Recommendation (each of a Change in the CCA Recommendation and a Change in the StorCOMM Recommendation being hereinafter sometimes referred to as a “Change”), may amend or supplement the Joint Proxy Statement/Prospectus or the Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors’ deliberations and conclusions accurately described. Buyer CCA will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer CCA’s stockholders, and the Company StorCOMM will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company StorCOMM’s stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfCCA shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of CCA Common Stock in the Merger and StorCOMM and CCA shall furnish all information concerning StorCOMM and CCA and the holders of StorCOMM Common Stock as may be reasonably requested in connection with any such action. Each of CCA and StorCOMM will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the CCA Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer CCA or the CompanyStorCOMM, or any of their respective affiliates, officers or directors, is discovered by Buyer CCA or the Company and such information StorCOMM which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulationsApplicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer CCA and the CompanyStorCOMM.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer but in no event more than 30 days of the date hereof, OLYMPIC and the Company FMFK shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer FMFK shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerFMFK's prospectus. Each of Buyer OLYMPIC and the Company FMFK shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer OLYMPIC and the Company FMFK shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer OLYMPIC and the CompanyFMFK, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that OLYMPIC, in connection with a Change in the OLYMPIC Recommendation, and FMFK, in connection with a Change in FMFK Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors' deliberations and conclusions to be accurately described. Buyer OLYMPIC will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer OLYMPIC stockholders, and the Company FMFK will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company FMFK stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the FMFK Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/ Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer OLYMPIC or the CompanyFMFK or MERGER SUB, or any of their respective affiliates, officers or directors, is discovered by Buyer OLYMPIC or the Company FMFK and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer OLYMPIC and the CompanyFMFK.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Conexant and the Company GlobespanVirata shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Conexant shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Conexant Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerConexant's prospectus. Each of Buyer Conexant and the Company GlobespanVirata shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Conexant and the Company GlobespanVirata shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties shall 45 cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Conexant and the CompanyGlobespanVirata, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Conexant, in connection with a Change in the Conexant Recommendation, and GlobespanVirata, in connection with a Change in the GlobespanVirata Recommendation (each of a Change in the Conexant Recommendation and a Change in the GlobespanVirata Recommendation being hereinafter sometimes referred to as a "Change"), may amend or supplement the Joint Proxy Statement/Prospectus or the Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. Buyer Conexant will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Conexant's stockholders, and the Company GlobespanVirata will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company GlobespanVirata's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfConexant shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Conexant Common Stock in the Merger and GlobespanVirata and Conexant shall furnish all information concerning GlobespanVirata and Conexant and the holders of GlobespanVirata Common Stock as may be reasonably requested in connection with any such action. Each of Conexant and GlobespanVirata will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Conexant Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Conexant or the CompanyGlobespanVirata, or any of their respective affiliates, officers or directors, is discovered by Buyer Conexant or the Company and such information GlobespanVirata which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulationsApplicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Conexant and the CompanyGlobespanVirata.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's prospectus. Each of Buyer and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, stockholders (if the Buyer Stockholder Approval is necessary or reasonably deemed desirable) and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Dianon and the Company UroCor shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Dianon shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Dianon Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerDianon's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable -43- 48 provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Dianon and UroCor shall use reasonable efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Dianon and the Company UroCor shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Dianon will provide the other party UroCor with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other UroCor with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Dianon will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Dianon stockholders, and UroCor will use reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company UroCor's stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfDianon shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and UroCor shall furnish all information concerning UroCor and the holders of UroCor Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Dianon Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Dianon or the CompanyUroCor, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Dianon or the Company and such information UroCor which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Dianon and the CompanyUroCor.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Valero and the Company UDS shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus and Buyer Valero shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerValero's prospectus. Each of Buyer Valero and the Company UDS shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Valero and the Company UDS shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Valero and the CompanyUDS, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Valero will use reasonable best efforts to cause the Joint Proxy Statement/ Prospectus to be mailed to Valero stockholders, and UDS will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company UDS stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Valero Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Valero or the CompanyUDS, or any of their respective affiliates, officers or directors, is discovered by Buyer Valero or the Company UDS and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Valero and the CompanyUDS.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer WJ and the Company OSI shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint ----- Proxy Statement/Prospectus") and WJ shall prepare and file a registration -------------------------- statement on Form S-4 with respect to the SEC issuance of WJ Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus -------- in and will constitute a part of the Form S-4 as BuyerWJ's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of WJ and OSI shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer WJ and the Company OSI shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and WJ will provide the other party OSI with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other OSI with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contraryExcept otherwise provided for herein, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents -------- filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that WJ, in connection with a -------- ------- Change in the WJ Recommendation, and OSI, in connection with a Change in the OSI Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer A "Qualifying ---------- Amendment" means an amendment or supplement to the Joint Proxy --------- Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the WJ Recommendation or a Change in the OSI Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of WJ or OSI (as the case may be) for making such Change in the WJ Recommendation or Change in the OSI Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. WJ will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer WJ stockholders, and the Company OSI will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company OSI's stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfWJ shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and OSI shall furnish all information concerning OSI and the holders of OSI Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the WJ Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer WJ or the CompanyOSI, or any of their respective affiliates, officers or directors, is should be discovered by Buyer WJ or the Company and such information OSI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer WJ and the CompanyOSI.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and each of the Company parties hereto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the VEREIT stockholders at the VEREIT Stockholders Meeting (as defined below) and to the Realty Income stockholders at the Realty Income Stockholders Meeting (as defined below) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer Realty Income (and, if required, Merger Sub 1 and Merger Sub 2) shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus in part) with respect to the Realty Income Stock Issuance (such Form S-4, and will constitute a part of any amendments or supplements thereto, the “Form S-4 as Buyer's prospectusS-4”). Each of Buyer and the Company parties hereto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the transactions contemplated herebythereby. Each of Buyer VEREIT and the Company Realty Income shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding Each party shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Mergers and the Realty Income Stock Issuance, and each party shall furnish all information concerning it and the holders of its capital stock or shares of common stock as may be reasonably requested in connection with any such action. Each party will advise the other provision herein to party, promptly after it receives notice thereof, of the contrarytime when the Form S-4 has become effective, no the issuance of any stop order, the suspension of the qualification of the Realty Income Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities ActS-4. If, at any time prior to the Partnership Merger Effective Time, any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company either party, and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering that discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer VEREIT and the CompanyRealty Income.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Telescan and the Company ZiaSun shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the Telescan stockholders at the Telescan Stockholders Meeting and the matters to be submitted to the ZiaSun stockholders at the ZiaSun Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer Holdco shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Holdco Common Stock in the Mergers (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerHoldco's prospectus. Each of Buyer Telescan and the Company ZiaSun shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the transactions contemplated hereby. Each of Buyer Telescan and the Company ZiaSun shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Telescan will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Telescan's stockholders, and ZiaSun will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company ZiaSun's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfHoldco shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Mergers and each of ZiaSun and Telescan shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Holdco 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 Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Telescan or the CompanyZiaSun, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Telescan or the Company and such information ZiaSun which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties hereto party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Telescan and the CompanyZiaSun.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Valero and the Company UDS shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus and Buyer Valero shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerValero's prospectus. Each of Buyer Valero and the Company UDS shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Valero and the Company UDS shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Valero and the CompanyUDS, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Valero will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Valero stockholders, and the Company UDS will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company UDS stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Valero Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Valero or the CompanyUDS, or any of their respective affiliates, officers or directors, is discovered by Buyer Valero or the Company UDS and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Valero and the CompanyUDS.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Chase and the Company shall Morgxx xxxll cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Morgxx xxxckholders at the Morgxx Xxxckholders Meeting (as defined in Section 5.1(b)) and to the Chase stockholders at the Chase Stockholders Meeting (as defined in Section 5.1(c)) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer Chase shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus part) with respect to the issuance of Chase Common Stock in the Merger (such Form S-4, and will constitute a part of any amendments or supplements thereto, the "Form S-4 as Buyer's prospectusS-4"). Each of Buyer Chase and the Company shall Morgxx xxxll use its reasonable best 42 efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Chase and the Company shallMorgxx xxxll, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrarycontrary (but subject to the rights of each of Morgxx xxx Chase to make a Change in Recommendation in accordance with Section 5.4(b)), no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyeach party, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will Chase shall use its reasonable best efforts to cause take any action required to be taken under any applicable state securities laws in connection with the Merger and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Chase Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after or the Form S-4 is declared effective under the Securities ActS-4. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the CompanyMorgxx xxx Chasx.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and each of the Company parties hereto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually 58 acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the VEREIT stockholders at the VEREIT Stockholders Meeting (as defined below) and to the Realty Income stockholders at the Realty Income Stockholders Meeting (as defined below) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer Realty Income (and, if required, Merger Sub 1 and Merger Sub 2) shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus in part) with respect to the Realty Income Stock Issuance (such Form S-4, and will constitute a part of any amendments or supplements thereto, the “Form S-4 as Buyer's prospectusS-4”). Each of Buyer and the Company parties hereto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the transactions contemplated herebythereby. Each of Buyer VEREIT and the Company Realty Income shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding Each party shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Mergers and the Realty Income Stock Issuance, and each party shall furnish all information concerning it and the holders of its capital stock or shares of common stock as may be reasonably requested in connection with any such action. Each party will advise the other provision herein to party, promptly after it receives notice thereof, of the contrarytime when the Form S-4 has become effective, no the issuance of any stop order, the suspension of the qualification of the Realty Income Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities ActS-4. If, at any time prior to the Partnership Merger Effective Time, any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company either party, and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering that discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer VEREIT and the CompanyRealty Income.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Globespan and the Company Virata shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Globespan shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerGlobespan's prospectus. Each of Buyer Globespan and the Company Virata shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Globespan and the Company Virata shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Globespan and the CompanyVirata, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed -------- by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Globespan, in connection -------- ------- with a Change in the Globespan Recommendation, and Virata, in connection with a Change in the Virata Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer Globespan will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Globespan stockholders, and the Company Virata will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Virata stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Globespan Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Globespan or the CompanyVirata, or any of their respective affiliates, officers or directors, is discovered by Buyer Globespan or the Company Virata and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Globespan and the CompanyVirata.

Preparation of Proxy Statement; Stockholders Meetings. (a) As Parent and the Company shall cooperate in preparing, and as promptly as reasonably practicable following the date hereof, Buyer and file the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 as Buyer's prospectusis declared effective under the Securities Act. Each of Buyer Parent shall use reasonable best efforts, and the Company shall use its reasonable best efforts cooperate with Parent, to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary through the Closing in order to consummate the Merger and the transactions contemplated hereby. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of Parent Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Shares, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. Each of Buyer and Parent or the Company shall, as promptly as practicable after receipt thereof, provide the other party parties with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Parent and the Company shall cooperate and provide the each other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer the Company and the CompanyParent, which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the CompanyCompany in accordance with applicable Law.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer CNET and the Company Z-D shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the CNET stockholders at the CNET Stockholders Meeting (as defined in Section 5.1(c)) and the matters to be submitted to the Z-D stockholders at the Z-D Stockholders Meeting (defined in Section 5.1(b)) (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer CNET shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of CNET Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerCNET's prospectus. Each of Buyer CNET and the Company Z-D shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebyhereby and thereby. Each of Buyer CNET and the Company Z-D shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer CNET will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer CNET stockholders, and the Company Z-D will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Z-D's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfCNET shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of Z-D and CNET shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CNET Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer CNET or the CompanyZ-D, or any of their respective affiliates, officers or directors, is should be discovered by Buyer CNET or the Company and such Z-D, which information should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer CNET and the Company.Z-D.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer JPMorgan Chase and the Company Bank One shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Bank One stockholders at the Bank One Stockholders Meeting (as defined in Section 5.1(b)) and to the JPMorgan Chase stockholders at the JPMorgan Chase Stockholders Meeting (as defined in Section 5.1(c)) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer JPMorgan Chase shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus part) with respect to the issuance of JPMorgan Chase Common Stock in the Merger (such Form S-4, and will constitute a part of any amendments or supplements thereto, the “Form S-4 as Buyer's prospectusS-4”). Each of Buyer JPMorgan Chase and the Company Bank One shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer JPMorgan Chase and the Company Bank One shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding JPMorgan Chase shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Merger and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other provision herein to party, promptly after it receives notice thereof, of the contrarytime when the Form S-4 has become effective, no the issuance of any stop order, the suspension of the qualification of the JPMorgan Chase Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsS-4. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Bank One and the CompanyJPMorgan Chase.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Chase and the Company Xxxxxx shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Xxxxxx stockholders at the Xxxxxx Stockholders Meeting (as defined in Section 5.1(b)) and to the Chase stockholders at the Chase Stockholders Meeting (as defined in Section 5.1(c)) (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer Chase shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus part) with respect to the issuance of Chase Common Stock in the Merger (such Form S-4, and will constitute a part of any amendments or supplements thereto, the "Form S-4 as Buyer's prospectusS-4"). Each of Buyer Chase and the Company Xxxxxx shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Chase and the Company Xxxxxx shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrarycontrary (but subject to the rights of each of Xxxxxx and Chase to make a Change in Recommendation in accordance with Section 5.4(b)), no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyeach party, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will Chase shall use its reasonable best efforts to cause take any action required to be taken under any applicable state securities laws in connection with the Merger and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Chase Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after or the Form S-4 is declared effective under the Securities ActS-4. If, If at any time prior to the Effective Time, Time any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Xxxxxx and the CompanyXxxxx.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer WAXS and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer STAR shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file with the SEC proxy materials which shall constitute the joint proxy statement and prospectus in connection with the WAXS Stockholders Meeting and the STAR Stockholders Meeting (such proxy statement and prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and WAXS shall prepare (in form and substance reasonably satisfactory to each of WAXS and STAR) and file a registration statement on Form S-4S-4 with respect to the issuance of WAXS Common Stock in the Merger (the "Registration Statement"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 Registration Statement as BuyerWAXS's prospectus. Each of Buyer The Registration Statement and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Form S-4 Exchange Act and the rules and regulations thereunder. Each of WAXS and STAR shall use reasonable efforts to have the Registration Statement declared effective by the SEC as soon promptly as reasonably practicable after such filing as practicable with the SEC and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Merger and the transactions actions contemplated herebythereby. Each of Buyer WAXS and the Company STAR shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.Proxy

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Dianon and the Company UroCor shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Dianon shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Dianon Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerDianon's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Dianon and UroCor shall use reasonable efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Dianon and the Company UroCor shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Dianon will provide the other party UroCor with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other UroCor with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Dianon will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Dianon stockholders, and UroCor will use reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company UroCor's stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfDianon shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and UroCor shall furnish all information concerning UroCor and the holders of UroCor Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Dianon Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Dianon or the CompanyUroCor, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Dianon or the Company and such information UroCor which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Dianon and the CompanyUroCor.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Pfizer and the Company Xxxxxx-Xxxxxxx shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Pfizer shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Pfizer Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerPfizer's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Pfizer and Xxxxxx-Xxxxxxx shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Pfizer and the Company Xxxxxx-Xxxxxxx shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Pfizer will provide the other party Xxxxxx-Xxxxxxx with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Xxxxxx-Xxxxxxx with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Pfizer, in connection with a Change in the Pfizer Recommendation, and Xxxxxx-Xxxxxxx, in connection with a Change in the Xxxxxx-Xxxxxxx Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Pfizer Recommendation or a Change in the Xxxxxx-Xxxxxxx Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of Pfizer or Xxxxxx-Xxxxxxx (as the case may be) for making such Change in the Pfizer Recommendation or Change in the Xxxxxx-Xxxxxxx Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. Pfizer will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Pfizer stockholders, and Xxxxxx-Xxxxxxx will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Xxxxxx-Xxxxxxx'x stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfPfizer shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and Xxxxxx-Xxxxxxx shall furnish all information concerning Xxxxxx-Xxxxxxx and the holders of Xxxxxx-Xxxxxxx Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Pfizer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Pfizer or the CompanyXxxxxx-Xxxxxxx, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Pfizer or the Company and such information Xxxxxx-Xxxxxxx which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Pfizer and Xxxxxx-Xxxxxxx. (b) Xxxxxx-Xxxxxxx shall duly take (subject to compliance with the provisions of Section 3.1(e) and Section 3.2(e) (provided that Xxxxxx-Xxxxxxx shall have used reasonable best efforts to ensure that such representations are true and correct)) all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date as soon as reasonably practicable (the "Xxxxxx-Xxxxxxx Stockholders Meeting") for the purpose of obtaining the Required Xxxxxx-Xxxxxxx Vote with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement by the Required Xxxxxx-Xxxxxxx Vote; and the Company.Board of Directors of Xxxxxx-Xxxxxxx shall recommend adoption of this Agreement by the stockholders of Xxxxxx-Xxxxxxx to the effect as set forth in Section 3.2(f) (the "Xxxxxx-Xxxxxxx Recommendation"), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) (a "Change") in any manner adverse to Pfizer such recommendation or take any action or make any statement in connection with the Xxxxxx-Xxxxxxx Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Xxxxxx-Xxxxxxx Recommendation"); provided the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to be a Change in the Xxxxxx-Xxxxxxx Recommendation) of factual information regarding the business, financial condition or results of operations of Pfizer or Xxxxxx-Xxxxxxx or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (provided, that the Board of Directors of Xxxxxx-Xxxxxxx does not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Pfizer its recommendation) in the Form S-4 or the Joint Proxy Statement/Prospectus or otherwise, to the extent such information, facts, identity or terms is required to be disclosed under applicable law; and, provided further, that the Board of Directors of Xxxxxx-Xxxxxxx may make a Change in the Xxxxxx-Xxxxxxx Recommendation (x) pursuant to Section 5.5 hereof or (y) prior to the Xxxxxx-Xxxxxxx Stockholders Meeting if (i) the Board of Directors of Xxxxxx-Xxxxxxx determines in good faith that a Material Adverse Effect has occurred with respect to Pfizer and (ii) the Board of Directors of Xxxxxx-Xxxxxxx determines in good faith that, by reason of its determination in clause (i) the failure to effect such Change in the Xxxxxx-Xxxxxxx Recommendation would create a substantial probability of violating the fiduciary duties of the Xxxxxx-Xxxxxxx Board of Directors under applicable law. Notwithstanding any Change in the Xxxxxx-Xxxxxxx Recommendation, this Agreement shall be submitted to the stockholders of Xxxxxx-Xxxxxxx at the Xxxxxx-Xxxxxxx Stockholders Meeting for the purpose of adopting the Agreement and approving the Merger; provided that this Agreement shall not be required to be submitted to the stockholders of Xxxxxx-Xxxxxxx at the Xxxxxx-Xxxxxxx Stockholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (c) Pfizer shall duly take (subject to compliance with the provisions of Section 3.2(e) and Section 3.1(e) (provided that Pfizer shall have used reasonable best efforts to ensure that such representation is true and correct)) all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date as soon as reasonably practicable (the "Pfizer Stockholders Meeting") for the purpose of obtaining the Pfizer Stockholder Approval and shall take all lawful action to solicit the approval of the Share Issuance and adoption of the Board Amendment and the Board of Directors of Pfizer shall recommend approval of the Share Issuance and adoption of the Board Amendment by the stockholders of Pfizer to the effect as set forth in Section 3.1(f) (the "Pfizer Recommendation"), and shall not Change in any manner adverse to Xxxxxx-Xxxxxxx such recommendation or take any action or make any statement in connection with the Pfizer Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Pfizer Recommendation"); provided the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to be a Change in the Pfizer Recommendation) of factual information regarding the business, financial condition or operations of Pfizer or Xxxxxx-Xxxxxxx or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal (provided, that the Board of Directors of Pfizer does not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Xxxxxx-Xxxxxxx its recommendation) in the Form S-4 or the Joint Proxy Statement/Prospectus or otherwise, to the extent such information, facts, identity or terms is required to be disclosed under applicable law; and, provided, further, that the Board of Directors of Pfizer may make a Change in the Pfizer Recommendation (x) pursuant to Section 5.5 hereof or (y) prior to the Pfizer Stockholders Meeting if (i) the Board of Directors of Pfizer determines in good faith that a Material Adverse Effect has occurred with respect to Xxxxxx-Xxxxxxx and (ii) the Board of Directors of Pfizer determines in good faith that, by reason of its determination in clause (i) the failure to effect such Change in the Pfizer Recommendation would create a substantial probability of violating the fiduciary duties of the Pfizer Board of Directors under applicable law. Notwithstanding any Change in the Pfizer Recommendation, a proposal to approve the Share Issuance and the Board Amendment shall be submitted to the stockholders of Pfizer at the Pfizer Stockholders Meeting for the purpose of obtaining the Pfizer Stockholder Approval; provided that this Agreement shall not be required to be submitted to the stockholders of Pfizer at the Pfizer Stockholders Meeting if this Agreement has been terminated pursuant to Section 7.1 hereof. (d) For purposes of this Agreement, a Change in the Xxxxxx-Xxxxxxx Recommendation shall be deemed to include, without limitation, a recommendation by the Xxxxxx-Xxxxxxx Board of Directors of a third party Acquisition Proposal with respect to Xxxxxx-Xxxxxxx and a Change in the Pfizer Recommendation shall be deemed to include, without limitation, a recommendation by the Pfizer Board of Directors of a third party Acquisition Proposal with respect to Pfizer. 5.2

Preparation of Proxy Statement; Stockholders Meetings. (a) As ----------------------------------------------------- promptly as reasonably practicable following the date hereof, Buyer Phillips and the Company Conoco shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be caxxx xx xe filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Phillips and Conoco shall prepare prepare, and New Parent shall file with the SEC xxx XXX, the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerNew Parent's prospectus. Each of Buyer Phillips, Conoco and the Company New Parent shall use its reasonable best efforts to have xx xxxx the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the transactions contemplated hereby. Each of Buyer Phillips, Conoco and the Company New Parent shall, as promptly as practicable after receipt xxxxx xxceipt thereof, provide the other party parties with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties Phillips, Conoco and New Parent shall cooperate and provide the other party otxxx xxxxies with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Phillips and the CompanyConoco, which approval shall not be unreasonably withheld or withxxxx xx delayed; provided, provided that, with respect to documents filed by a party hereto that -------- are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Phillips, in connection with -------- ------- a Change in the Phillips Recommendation, and Conoco, in connection with a Change ix xxx Xxnoco Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer Phillips will use reasonable best efforts to cause the Joint Proxy StatementXxxxxxxnt/Prospectus to be mailed to Buyer Phillips stockholders, and the Company Conoco will use reasonable best efforts to cause xx xxxxe the Joint Proxy Statement/Prospectus to be mailed to the Company Conoco stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each of Phillips, Conoco and New Parent will advise the other parties, proxxxxx xxter it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the New Parent 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 Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Phillips or the CompanyConoco, or any of their respective affiliates, officers or directorsofficerx xx xxxectors, is discovered by Buyer Phillips or the Company Conoco and such information should be set forth in an amendment xxxxxxxxt or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Phillips and the CompanyConoco.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC as promptly as practicable mutually acceptable proxy materials that which shall constitute the Joint proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus Prospectus"), and Buyer Parent shall prepare and file with the SEC a registration statement on Form F-4 (of which the Form S-4. The Joint Proxy Statement/Prospectus will shall be included as a prospectus in and will constitute a part part) with respect to the issuance of the Parent Common Shares in the Merger (such Form S-4 as Buyer's prospectusF-4, and any amendments or supplements thereto, the "Form F-4"). Each of Buyer Parent and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 F-4 declared effective by the SEC as soon after such filing promptly as practicable and to keep the Form S-4 F-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 F-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 F-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to Except as provided in Section 6.4 and in this Section 6.1(a) or as required by the contrarysecurities Laws, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 F-4 shall be made without the approval of both Buyer and the Companyeach party, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 F-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the Merger or the other party. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) reasonably required to be taken under any applicable state securities Laws in connection with the Merger, and each party shall furnish all necessary information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Shares issuable in connection with the Merger for offering or its businesssale in any jurisdiction, financial condition or results any request by the SEC for amendment of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after or the Form S-4 is declared effective under the Securities ActF-4. If, If at any time prior to the Effective Time, Company Stockholders Meeting any information relating to Buyer or any of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company and such information any party which should be set forth in an amendment or supplement to any of the Form S-4 F-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party hereto discovering which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulationsLaw, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer Parent shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerParent's prospectus. Each of Buyer Parent and the Company shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Parent, in connection with a Change in the Parent Recommendation, and the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors' deliberations and conclusions to be accurately described. Buyer Parent will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Parent stockholders, and the Company will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/ Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Parent and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer AHP and the Company Warner-Lambert shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that acceptabxx xxxxx xxxxxials which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and AHP shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of AHP Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerAHP's prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to 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 Buyer AHP and the Company Warner-Lambert shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared Form S-0 xxxxxxxx xxxective by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer AHP and the Company Warner-Lambert shall, as promptly as practicable after receipt thereoftherexx, provide the xxxxxxx xxe other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and AHP will provide the other party Warner-Lambert with a reasonable opportunity to review and comment on any amendment ox xxx xxxxxxxxt or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Warner-Lambert with a copy of all such filings made with the SEC. Notwithstanding Noxxxxxxxxxxxxx any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause ; and provided, further, that AHP, in connection with a Change in the AHP Recommendation, and Warner-Lambert, in connection with a Change in the Warner-Lambert Rexxxxxxxxxxxx, may amend or supplement the Joint Proxy StatementProxx Xxxxxxxxx/Prospectus Xrospectus or Form S-4 (including by incorporation by reference) pursuant to be mailed to Buyer stockholdersa Qualifying Amendment (as defined below)to effect such a Change, and the Company will use reasonable best efforts in such event, this right of approval shall apply only with respect to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto andparty or its business, financial condition or results of operations, and shall be subject to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall right of each party to have its Board of Directors' deliberations and conclusions to be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.accurately described. A "

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer but in no event more than 30 days of the date hereof, OLYMPIC and the Company FMFK shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Joint Proxy Statement/Prospectus and Buyer FMFK shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerFMFK's prospectus. Each of Buyer OLYMPIC and the Company FMFK shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by 55 the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer OLYMPIC and the Company FMFK shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer OLYMPIC and the CompanyFMFK, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that OLYMPIC, in connection with a Change in the OLYMPIC Recommendation, and FMFK, in connection with a Change in FMFK Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors' deliberations and conclusions to be accurately described. Buyer OLYMPIC will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer OLYMPIC stockholders, and the Company FMFK will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company FMFK stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the FMFK Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/ Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer OLYMPIC or the CompanyFMFK or MERGER SUB, or any of their respective affiliates, officers or directors, is discovered by Buyer OLYMPIC or the Company FMFK and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer OLYMPIC and the CompanyFMFK.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer America Online and the Company Time Warner shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the America Online stockholders at the America Online Stockholders Meeting and the matters to be submitted to the Time Warner stockholders at the Time Warner Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer Holdco shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Holdco Capital Stock in the Mergers (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerHoldco's prospectus. Each of Buyer America Online and the Company Time Warner shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger Mergers and the transactions contemplated herebythereby. Each of Buyer America Online and the Company Time Warner shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, provided that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause ; and provided further that America Online, in connection with a Change in the America Online Recommendation (as defined in Section 6.1(c)), and Time Warner, in connection with a Change in the Time Warner Recommendation (as defined in Section 6.1(b)), may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to be mailed a Qualifying Amendment (as defined below) to Buyer stockholderseffect such a Change, and the Company will use reasonable best efforts in such event, this right of approval shall apply only with respect to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Effective Time, any information relating to Buyer or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto andparty or its business, financial condition or results of operations, and shall be subject to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall right of each party to have its Board of Directors' deliberations and conclusions to be promptly filed with the SEC and disseminated to the stockholders of Buyer and the Company.accurately described. A "

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Parent and the Company shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that Table of Contents shall constitute the Joint Proxy Statement/Prospectus and Buyer Parent shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's Parent’s prospectus. Each of Buyer Parent and the Company shall use its reasonable best commercial efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each other of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Parent, in connection with a Change in the Parent Recommendation, and the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its board of directors’ deliberations and conclusions to be accurately described. Buyer Parent will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Parent stockholders, and the Company will use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/ Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Parent or the Company, or any of their respective affiliates, officers or directors, is discovered by Buyer Parent or the Company and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Parent and the Company.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Western and the Company Adaptive shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the Western stockholders at the Western Stockholders Meeting (as defined in Section 5.1(c)) and the matters to be submitted to the Adaptive stockholders at the Adaptive Stockholders Meeting (defined in Section 5.1(b)) (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus Prospectus") and Buyer Western shall prepare and file with the -------------------------------- SEC a registration statement on Form S-4 with respect to the issuance of Western Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). Each of Western and Adaptive shall use its reasonable -------- efforts to cause Xxxxxxx Xxxxxxx & Xxxxxxxx and Xxxxxx Godward LLP, respectively, to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act, which tax opinion shall be included as an exhibit to the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerWestern's prospectus. Each of Buyer Western and the Company Adaptive shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebyhereby and thereby. Each of Buyer Western and the Company Adaptive shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, provided -------- that with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer Western will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Western stockholders, and the Company Adaptive will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Adaptive's stockholders, in each case, case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. IfWestern shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of Adaptive and Western shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Western Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Western or the CompanyAdaptive, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Western or the Company and such Adaptive, which information should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering that discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Western and the CompanyAdaptive.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Xxxxxxxx and the Company Tosco shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus and Buyer Xxxxxxxx shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's Xxxxxxxx'x prospectus. Each of Buyer Xxxxxxxx and the Company Xxxxx shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Xxxxxxxx and the Company Tosco shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Xxxxxxxx and the CompanyXxxxx, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Xxxxxxxx, in connection with a Change in the Xxxxxxxx Recommendation, and Tosco, in connection with a Change in the Tosco Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer Xxxxxxxx will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Xxxxxxxx stockholders, and the Company Tosco will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Tosco stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Xxxxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Xxxxxxxx or the CompanyTosco, or any of their respective affiliates, officers or directors, is discovered by Buyer Xxxxxxxx or the Company Xxxxx and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Xxxxxxxx and the CompanyTosco.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Pfizer and the Company Xxxxxx-Xxxxxxx shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) prepare and each shall cause to be filed file with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and Buyer any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Pfizer shall prepare and file a registration statement on Form S-4 with respect to the SEC issuance of Pfizer Common Stock in the Merger (the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as BuyerPfizer's prospectus. Each of Buyer The Form S-4 and the Company shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by shall comply as to form in all material respects with the SEC applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Pfizer and Xxxxxx- Xxxxxxx shall use reasonable best efforts to have the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Pfizer and the Company Xxxxxx-Xxxxxxx shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and Pfizer will provide the other party Xxxxxx-Xxxxxxx with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and will provide each other Xxxxxx-Xxxxxxx with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Companyparties, which approval shall not be unreasonably withheld or delayed; provided, that, that with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Pfizer, in connection with a Change in the Pfizer Recommendation, and Xxxxxx-Xxxxxxx, in connection with a Change in the Xxxxxx-Xxxxxxx Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Pfizer Recommendation or a Change in the Xxxxxx-Xxxxxxx Recommendation (as the case may be), (ii) a statement of the reasons of the Board of Directors of Pfizer or Xxxxxx- Xxxxxxx (as the case may be) for making such Change in the Pfizer Recommendation or Change in the Xxxxxx-Xxxxxxx Recommendation (as the case may be) and (iii) additional information reasonably related to the foregoing. Pfizer will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Pfizer stockholders, and Xxxxxx-Xxxxxxx will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Xxxxxx-Xxxxxxx'x stockholders, in each case, as promptly as practicable case after the Form S-4 is declared effective under the Securities Act. IfPfizer shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and Xxxxxx- Xxxxxxx shall furnish all information concerning Xxxxxx-Xxxxxxx and the holders of Xxxxxx-Xxxxxxx Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Pfizer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time, Time any information relating to Buyer Pfizer or the CompanyXxxxxx-Xxxxxxx, or any of their respective affiliates, officers or directors, is should be discovered by Buyer Pfizer or the Company and such information Xxxxxx-Xxxxxxx which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering which discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Pfizer and the CompanyXxxxxx-Xxxxxxx.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer and each of the Company parties hereto shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the Parkway stockholders at the Parkway Stockholders Meeting and to the Cousins stockholders at the Cousins Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus Prospectus”), and Buyer Cousins (and, if required, Merger Sub) shall prepare and file with the SEC a registration statement on Form S-4 (of which the Form S-4. The Joint Proxy Table of Contents Statement/Prospectus will shall be included as a prospectus in part) with respect to the Cousins Stock Issuance (such Form S-4, and will constitute a part of any amendments or supplements thereto, the “Form S-4 as Buyer's prospectusS-4”). Each of Buyer and the Company parties hereto shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated herebythereby. Each of Buyer Parkway and the Company Cousins shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, comments and advise each the other party of any oral comments, comments with respect to the Joint Proxy Statement/Prospectus or the Form S-4 received from the SEC. The parties Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC SEC, and each party will provide each the other party with a copy of all such filings made with the SEC. Notwithstanding Each party shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Merger, and each party shall furnish all information concerning it and the holders of its capital stock or shares of common stock as may be reasonably requested in connection with any such action. Each party will advise the other provision herein to party, promptly after it receives notice thereof, of the contrarytime when the Form S-4 has become effective, no the issuance of any stop order, the suspension of the qualification of the Parkway Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment or supplement (including by incorporation by reference) to of the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer and the Company, which approval shall not be unreasonably withheld or delayed; provided, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities ActS-4. If, at any time prior to the Effective Time, any information relating to Buyer or either of the Companyparties, or any of their respective affiliates, officers or directors, is should be discovered by Buyer or the Company either party, and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering that discovers such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Parkway and the CompanyCousins.

Preparation of Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date hereof, Buyer Xxxxxxxx and the Company Tosco shall cooperate in preparing (including by causing their tax counsel to provide tax opinions) and each shall cause to be filed with the SEC mutually acceptable proxy materials that which shall constitute the Joint Proxy Statement/Prospectus and Buyer Xxxxxxxx shall prepare and file with the SEC the Form S-4. The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Buyer's Xxxxxxxx'x prospectus. Each of Buyer Xxxxxxxx and the Company Xxxxx shall use its reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as soon after such filing as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Buyer Xxxxxxxx and the Company Tosco shall, as promptly as practicable after receipt thereof, provide the each other party with copies of any written comments, and advise each other of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. The parties shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Buyer Xxxxxxxx and the CompanyXxxxx, which approval shall not be unreasonably withheld or delayed; provided, provided that, with respect to documents filed by a party hereto that which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Xxxxxxxx, in connection with a Change in the Xxxxxxxx Recommendation, and Tosco, in connection with a Change in the Tosco Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions to be accurately described. Buyer Xxxxxxxx will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Buyer Xxxxxxxx stockholders, and the Company Tosco will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company Tosco stockholders, in each case, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Xxxxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If, at any time prior to the Effective Time, any information relating to Buyer Xxxxxxxx or the CompanyTosco, or any of their respective affiliates, officers or directors, is discovered by Buyer Xxxxxxxx or the Company Tosco and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would 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, the party hereto discovering such information shall promptly notify the other parties party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Buyer Xxxxxxxx and the CompanyXxxxx.