Common use of Preparation of the Form S Clause in Contracts

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI and NU shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders and the CEI Shareholders.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and file with the SEC the Joint Proxy Statement in preliminary form and CEI, NU and the Company Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of CEI, NU and the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will The Company shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU ShareholdersCompany's shareholders, and CEI will Parent shall use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI ShareholdersParent's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualified) required to be taken under any applicable state securities or provincial securities "blue sky" laws in connection with the issuance of Company Parent Common Stock and Parent Rights in the Mergers Merger and each party the Company shall furnish all information concerning itself the Company and its shareholders the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all The parties hereto. Each party will advise the shall notify each other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the Company Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment of amendments or supplements to the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, and shall supply each other with copies of all correspondence between such or any of their respective affiliatesits representatives, trusteeson the one hand, directors and the SEC or officersits staff, is discovered that should be set forth in an amendment or supplement on the other hand, with respect to any of the Joint Proxy Statement, the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders and the CEI ShareholdersMerger.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsStockholders' Meeting. (a) As soon as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and the Company shall file with the SEC the Joint Proxy Statement and CEI, NU and the Company Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company Parent shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger. NU will The Company shall use all its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Parent Common Stock in the Mergers Merger, and each party the Company shall furnish all information concerning itself the Company and its shareholders the holders of Company Common Stock as may be reasonably requested in connection with any such action. No action and the preparation, filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, and distribution of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationStatement. If at any time prior to the Effective Time any information relating to NU the Company or CEIParent, or any of their respective affiliatesAffiliates, trusteesofficers or directors, directors should be discovered by the Company or officers, is discovered that Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either 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 the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Lawlaw, disseminated to the NU Shareholders stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of their respective advisors and representatives, on the one hand, and the CEI ShareholdersSEC or its staff on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S. 4 4, the Exchange Offer Schedule and the Joint Proxy Statement; Shareholders MeetingsForm 10. (a) As soon as practicable following the date of this Agreement, CEI Weyerhaeuser, Spinco, Newco and NU Domtar shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company Spinco shall prepare and file with the SEC the Form S-410 and, in which if such filings are required by applicable Law or the Joint Proxy Statement will be included as a prospectusSEC, the Form S-4 and the Exchange Offer Schedule. Each of CEIWeyerhaeuser, NU Spinco, Newco and the Company Domtar shall use its reasonable best efforts to have (i) the Form S-4 declared effective under the Securities Act Act, and (ii) the Form 10 declared effective under the Exchange Act, in each case as applicable and as promptly as practicable after such filing. NU will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, Spinco and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Newco shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Spinco Common Stock in the Mergers Arrangement and, if applicable, the exchange of shares of Spinco Common Stock pursuant to an exchange offer. Spinco and each party Newco shall furnish notify Weyerhaeuser and Domtar promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Form S-4, the Exchange Offer Schedule or the Form 10 or for additional information and shall supply Weyerhaeuser and Domtar with copies of all information concerning itself correspondence between Spinco, Newco or any of their respective representatives, on the one hand, and the SEC or its shareholders as may be reasonably requested staff, on the other hand, with respect to the Form S-4, the Exchange Offer Schedule, the Form 10, the Arrangement or any of the other Transactions. The parties will cooperate in connection preparing and filing with the SEC the Form S-4, the Exchange Offer Schedule, the Form 10 and any such action. No filing of, or necessary amendment or supplement tothereto. Neither the Form S-4, the Exchange Offer Schedule, the Form S-4 10 nor any amendment or the Joint Proxy Statement will supplement thereto shall be made filed without the approval of all of the parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective which approvals shall not be unreasonably withheld or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders and the CEI Shareholdersdelayed.

Preparation of the Form S. 4 and the Joint Proxy StatementAND THE PROXY STATEMENT; Shareholders MeetingsSHAREHOLDERS' MEETING. (a) As soon promptly as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will The Company shall use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause shareholders of the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or filing a general consent to service of process) required to be taken under any applicable state or provincial securities laws Laws in connection with the issuance of Company shares of Parent Common Stock in the Mergers Merger, and each party of Parent and the Company shall furnish all information concerning itself and its shareholders as may be reasonably requested by the other in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by the Company, in each case without the approval of all parties hereto. Each party will advise providing the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon party a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Effective Time any information relating to NU the Company or CEIParent, or any of their respective affiliates, trusteesAffiliates, directors or officers, is should be discovered that by the Company or Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either 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 are made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders shareholders of the Company. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the CEI ShareholdersSEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsStockholders' Meeting. (a) As soon as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and the Company shall file with the SEC the Joint Proxy Statement and CEI, NU and the Company Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company Parent shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger. NU will The Company shall use all its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or to file a general consent to service of process) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Parent Common Stock in the Mergers Merger, and each party the Company shall furnish all information concerning itself the Company and its shareholders the holders of Company Common Stock as may be reasonably requested in connection with any such action. No action and the preparation, filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, and distribution of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationStatement. If at any time prior to the Effective Time any information relating to NU the Company or CEIParent, or any of their respective affiliatesAffiliates, trustees54 50 officers or directors, directors should be discovered by the Company or officers, is discovered that Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either 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 the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Lawlaw, disseminated to the NU Shareholders stockholders of the Company. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of their respective advisors and representatives, on the one hand, and the CEI ShareholdersSEC or its staff on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI FPL and NU Entergy shall prepare and file with the SEC the Joint Proxy Statement and CEIFPL, NU Entergy and the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusincluded. Each of CEIFPL, NU Entergy and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU FPL will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU ShareholdersFPL's shareholders, and CEI Entergy will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI ShareholdersEntergy's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other partiesothers, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating event occurs with respect to NU FPL, Entergy or CEIany subsidiary of FPL or Entergy, respectively, or any change occurs with respect to information supplied by or on behalf of their respective affiliatesFPL or Entergy, trusteesrespectively, directors for inclusion in the Joint Proxy Statement or officersthe Form S-4 that, in each case, is discovered that should required to be set forth described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, FPL or Entergy, as applicable, shall promptly notify the othxx xxx xhe Company of such event, and FPL or Entergy, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any necessary amendment or supplement to any of the Joint Proxy Statement and the Form S-4 or the Joint Proxy Statementand, 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 thereinas required by law, in light of disseminating the circumstances under which they were made, not misleading, the party that discovers information contained in such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated FPL's shareholders and to the NU Shareholders and the CEI ShareholdersEntergy's shareholders.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI FPL and NU Entergy shall prepare and file with the SEC the Joint Proxy Statement and CEIFPL, NU Entergy and the Company shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectusincluded. Each of CEIFPL, NU Entergy and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU FPL will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU ShareholdersFPL's shareholders, and CEI Entergy will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI ShareholdersEntergy's shareholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto shall also take any action (other than qualifying to do business in any jurisdiction in which such party is not already so qualified) required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Common Stock in the Mergers and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other partiesothers, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating event occurs with respect to NU FPL, Entergy or CEIany subsidiary of FPL or Entergy, respectively, or any change occurs with respect to information supplied by or on behalf of their respective affiliatesFPL or Entergy, trusteesrespectively, directors for inclusion in the Joint Proxy Statement or officersthe Form S-4 that, in each case, is discovered that should required to be set forth described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, FPL or Entergy, as applicable, shall promptly notify txx xxxxx and the Company of such event, and FPL or Entergy, as applicable, shall cooperate with the Company in the prompt filing with the SEC of any necessary amendment or supplement to any of the Joint Proxy Statement and the Form S-4 or the Joint Proxy Statementand, 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 thereinas required by law, in light of disseminating the circumstances under which they were made, not misleading, the party that discovers information contained in such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated FPL's shareholders and to the NU Shareholders and the CEI ShareholdersEntergy's shareholders.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company and Parent shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and keep the Form S-4 effective for so long as necessary to complete the Merger. NU The Company will use all its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or to file a general consent to service of process) reasonably required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Parent Class A Common Stock in the Mergers Merger and each party the Company shall furnish all information concerning itself the Company and its shareholders the holders of capital stock of the Company as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Joint Proxy Statement will be made by the Company, without providing the approval of all parties heretoother party a reasonable opportunity to review and comment thereon. Each party Parent will advise the other partiesCompany, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Company Parent Class A Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Form S-4 or the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will, as promptly as practicable, provide to the Company copies of all correspondence and filings with the SEC with respect to the Form S-4. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, as promptly as practicable, provide to Parent copies of all correspondence and filings with the SEC with respect to the Proxy Statement. If at any time prior to the Effective Time any information relating to NU the Company or CEIParent, or any of their respective affiliates, trusteesAffiliates, directors or officers, is should be discovered that by the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Lawlaw, disseminated to the NU Shareholders shareholders of Parent and the CEI Shareholdersshareholders of the Company. For purposes of Sections 3.01(f), 3.02(e) and 5.01, information concerning or related to Parent, Sub or any of Parent's other Subsidiaries will be deemed to have been provided by Parent, and information concerning or related to the Company, its Subsidiaries or the Company Shareholders Meeting will be deemed to have been provided by the Company.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsShareholders' Meeting. (a) As soon promptly as practicable following November 14, 2005, the date of this Agreement, CEI Company and NU Parent shall prepare and Parent shall file with the SEC a post-effective amendment to the Joint Proxy Registration Statement and CEIon Form S-4 of Parent (Registration No. 333-122856), NU and the Company shall prepare and file originally filed with the SEC on February 16, 2005, in connection with the issuance of shares of Parent Common Stock in the Merger (as may be further amended or supplemented from time to time, the "Form S-4"), in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company and Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. NU will The Company shall use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause shareholders of the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or filing a general consent to service of process) required to be taken under any applicable state or provincial securities laws Laws in connection with the issuance of Company shares of Parent Common Stock in the Mergers Merger, and each party of Parent and the Company shall furnish all information concerning itself and its shareholders as may be reasonably requested by the other in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the Proxy Statement. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by the Company, in each case without the approval of all parties hereto. Each party will advise providing the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon party a reasonable opportunity to review and responses thereto or requests by the SEC for additional informationcomment thereon. If at any time prior to the Effective Time any information relating to NU the Company or CEIParent, or any of their respective affiliates, trusteesAffiliates, directors or officers, is should be discovered that by the Company or Parent which should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement, so that any of either 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 are made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders shareholders of the Company. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the CEI ShareholdersSEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger and (ii) all orders of the SEC relating to the Form S-4.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders MeetingsCompany Stockholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, CEI and NU shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU Parent and the Company shall jointly prepare and file cause to be filed with the SEC a proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) and Parent shall prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU Parent and the Company shall (i) prepare and cause the foregoing to be filed within five (5) Business Days following the last day of the Transaction Solicitation Period, provided that if as of the last day of the Transaction Solicitation Period any Person continues to be an Excluded Party, such filing shall be made within five (5) Business Days following the date no Person continues to be an Excluded Party, and (ii) use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly soon as reasonably practicable after such filing. NU will Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement, and the Form S-4 and Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use all its reasonable best efforts to cause respond as soon as reasonably practicable to any comments from the Joint SEC with respect to the Form S-4 or Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to be mailed any comments of the SEC with respect thereto, each of the Company and Parent (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the NU ShareholdersSEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Stock Consideration for offering or sale in any jurisdiction, and CEI will each of the Company and Parent shall use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholdershave any such stop order or suspension lifted, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Actreversed or otherwise terminated. Each party hereto of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or provincial securities “blue sky” laws and the rules and regulations thereunder in connection with the issuance of Company Common Stock in the Mergers Merger and each party shall furnish all information concerning itself and its shareholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Company 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 or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to NU or CEI, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the NU Shareholders and the CEI ShareholdersConsideration.

Preparation of the Form S. 4 and the Joint Proxy Statement; Shareholders Meetings. (a) As soon as practicable following the date of this Agreement, CEI the Company and NU Parent shall prepare and file with the SEC the Joint Proxy Statement and CEI, NU and the Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of CEI, NU and the Company and Parent shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling and keep the Form S-4 effective for so long as necessary to complete the Merger. NU The Company will use all its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to the NU Shareholders, and CEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CEI Shareholders, in each case Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each party hereto Parent shall also take any action (other than qualifying to do business in any jurisdiction in which such party it is not already now so qualifiedqualified or to file a general consent to service of process) reasonably required to be taken under any applicable state or provincial securities laws in connection with the issuance of Company Parent Class A Common Stock in the Mergers Merger and each party the Company shall furnish all information concerning itself the Company and its shareholders the holders of capital stock of the Company as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Parent, or the Joint Proxy Statement will be made by the Company, without providing the approval of all parties heretoother party a reasonable opportunity to review and comment thereon. Each party Parent will advise the other partiesCompany, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Company Parent Class A Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Form S-4 or the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior information and will, as promptly as practicable, provide to the Effective Time any information relating to NU or CEI, or any Company copies of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, 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 that discovers such information shall promptly notify the other parties hereto all correspondence and an appropriate amendment or supplement describing such information shall be promptly filed filings with the SEC and, with respect to the extent required Form S-4. The Company will advise Parent, promptly after it receives notice thereof, of any request by Applicable Lawthe SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will, disseminated as promptly as practicable, provide to the NU Shareholders and the CEI Shareholders.Parent copies of all correspondence