Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare the Registration Statement (in which the Proxy Statement will be included), and Parent shall file (or cause to be filed) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies of all correspondence between Parent or the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Company.

Proxy Statement and Registration Statement. (a) As promptly as practicable after None of the execution of this Agreement, information supplied or to be supplied by Parent and the Company shall jointly prepare for inclusion or incorporation by reference in the Registration Statement (in which the Proxy Statement will be included), and Parent shall file (or cause to be filedas defined herein) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement or Joint Proxy Statement/Prospectus (as defined herein) will, as applicable, and shall supply each other with copies of all correspondence between Parent or (i) at the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement time it is declared effective under the Securities Act by Act, (ii) at the SEC as promptly as practicable after such filingtime the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of Parent, (iii) at the time of the Parent Shareholders’ Meeting, and Parent and (iv) at the Company shall use their reasonable best efforts Effective Time (with respect to keep the Registration Statement effective as long as is only), contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to consummate make the Merger and statements therein, in light of the transactions contemplated herebycircumstances under which it is made, not false or misleading. The Company will cause If at any time prior to the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever Effective Time any event occurs or circumstance relating to Parent or any Parent Subsidiaries, or their respective officers and directors, should be discovered by the Parent which is required to should be set forth in an amendment or supplement to the Proxy Registration Statement or Registration Joint Proxy Statement/Prospectus, Parent and the Company, as applicable, will shall promptly inform the other party Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to information supplied by the Company or any of such occurrence its representatives, which is contained in the Registration Statement or the Joint Proxy Statement/Prospectus. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material aspects with the applicable requirements of the Securities Act and shall cause an appropriate the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder. (b) Neither the Registration Statement or any amendment or supplement describing such information thereto will, at the time it becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be promptly filed stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by Parent or Merger Sub in this Section 3.21(b) with respect to statements made or incorporated by reference therein based on information supplied the Company or any of its subsidiaries for inclusion by reference in the Registration Statement. The Registration Statement will comply as to form in all material respects with the SEC and/or mailed to stockholders applicable provisions of the CompanySecurities Act and the rules and regulations thereunder.

Proxy Statement and Registration Statement. (a) As promptly as reasonably practicable after (but in any event no later than forty (40) calendar days following the execution date of this Agreement), Parent shall file or cause to be filed with the SEC the Registration Statement and the Company and Parent shall jointly prepare (i) the prospectus of Parent included in the Registration Statement for the issuance of the Parent Common Stock (the “Parent Prospectus”) and (ii) the proxy statement of the Company for the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement” and, together with the Parent Prospectus, the “Joint Proxy Statement/Prospectus”). Each of Parent and the Company shall jointly prepare use its reasonable best efforts to cause the Registration Statement (in which to be declared effective under the Proxy Statement will be included)Securities Act, and Parent shall file (or cause the Joint Proxy Statement/Prospectus to be filed) the Registration Statement with cleared by the SEC and its staff under the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As Exchange Act, as promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments tofiling, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to keep the Registration Statement effective so long as necessary to consummate the Mergers. Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the SEC. (b) Parent Joint Proxy Statement/Prospectus shall include the Special Committee Recommendation and the Company will Board Recommendation in any iteration of the Joint Proxy Statement/Prospectus filed in preliminary or definitive form. Each party shall (i) promptly notify the other party promptly parties upon the receipt (and in any event within twenty-four (24) hours of such receipt) of any comments from the SEC (or its the staff in connection with of the filing of, SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to, to the Joint Proxy Statement/Prospectus or the Registration Statement or Proxy Statement, as applicable, and shall supply each promptly provide the other parties (and in any event within twenty-four (24) hours of such receipt) with copies of all correspondence between Parent or the Company or any of their representativessuch first party and its Representatives, on the one hand, and the SEC (or its staffthe staff of the SEC), on the other hand. If a party receives comments from the SEC (or the staff of the SEC) on the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable, each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Joint Proxy Statement and Statement/Prospectus or the Registration Statement, as applicable. Parent shall advise the Company, promptly after the receipt of notice thereof, of the time of effectiveness of the Registration Statement, and the issuance of any stop order relating thereto or the suspension of qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall take any other action required to be taken under the Securities Act, the Exchange Act, NYSE rules and regulations, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Parent Common Stock in the Mergers (other than qualifying to do business in any jurisdiction in which it is not now so qualified), and the Company shall furnish to Parent all information concerning the Company and the Company’s stockholders as may be reasonably requested in connection with any such actions. The Company and Parent shall prepare the Joint Proxy Statement/Prospectus, and Parent shall prepare the Registration Statement, in each case, in compliance as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Without limiting any other provision herein, the Joint Proxy Statement/Prospectus and the Registration Statement will contain such information and disclosure reasonably requested by Parent or the Company so that the Registration Statement conforms in form and substance to the requirements of the Securities Act and the Joint Proxy Statement/Prospectus conforms in form and substance to the requirements of the Exchange Act. No filing of or mailing of the Joint Proxy Statement/Prospectus or the Registration Statement (or, in each case, any amendment or supplement thereto) or response to any comments of the SEC (or the staff of the SEC) with respect thereto shall be made by, in the case of the Joint Proxy Statement/Prospectus, the Company or its Affiliates without the prior written (email being sufficient) approval of Parent (which shall not be unreasonably withheld, conditioned or delayed) and in the case of the Registration Statement, Parent without the prior written (email being sufficient) approval of the Company (which shall not be unreasonably withheld, conditioned or delayed), and each of the Company and Parent shall provide the other party (and its counsel) with a reasonable opportunity to review and comment thereon; provided, however, that the Company may amend or supplement the Proxy Statement without the prior written consent of Parent in the event of an Adverse Recommendation Change. (b) Each of Parent and the Company shall, as promptly as possible (and in any event no later than twenty (20) calendar days following the date of this Agreement), furnish to the other all reasonably required information concerning Parent and the Merger Subs, on the preliminary Proxy Statement one hand, or the Acquired Companies and Registration Statement and any amendments its Affiliates, on the other hand, as applicable, as may be reasonably requested by the Company or supplements thereto prior to filing such Parent, as applicable, in connection with the SECJoint Proxy Statement/Prospectus or Registration Statement, as applicable, including such information that is required by the Exchange Act, the rules and regulations promulgated thereunder or other Applicable Law to be set forth in the Joint Proxy Statement/Prospectus or Registration Statement, as applicable, and will provide shall otherwise assist and cooperate with the other party in the preparation of the Joint Proxy Statement/Prospectus, or the Registration Statement, as applicable and the resolution of comments from the SEC (or the staff of the SEC). If the SEC (or the staff of the SEC) comments on the Joint Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, with shall, to the extent applicable and upon a copy good-faith and reasonable request of all such filings made the Company or Parent, as applicable, confirm and/or supplement the information relating to Parent, Merger Sub Inc. or Merger Sub LLC, on the one hand, and the Acquired Companies and its Affiliates, on the other hand, in each case supplied by Parent or the Company, as applicable, for inclusion in the Joint Proxy Statement/Prospectus or Registration Statement, as applicable, in each case, sufficiently in advance of the mailing of the Joint Proxy Statement/Prospectus be included therein. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Joint Proxy Statement/Prospectus, or the Registration Statement, as applicable unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by the SEC, allows the other party to participate. (c) Parent and In accordance with the Company’s organizational documents, the Company shall use their reasonable best efforts to, in consultation with Parent, (x) establish a record date for and give notice of a meeting of its stockholders, which record date shall be prior to the effectiveness of the Registration Statement, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”), (y) commence a broker search (and any additional broker searches, if necessary) pursuant to Section 14a-13 of the Exchange Act and (z) as promptly as reasonably practicable after the Registration Statement is declared effective, and, in any event, within five (5) Business Days after the Registration Statement is declared effective, file the Joint Proxy Statement/Prospectus in definitive form with the SEC and mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting the Joint Proxy Statement/Prospectus (such date, the “Proxy Date”). The Company shall duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum (in which case the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC obtain such quorum as promptly as practicable) or (iii) if, after consultation with Parent, the Company believes in good faith that such postponement, recess or adjournment is reasonably necessary to (A) solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval, or (B) allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws or fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting; provided, further, that, in the case of clauses (ii) and (iii), without the written consent of Parent, in no event shall the Company Stockholder Meeting be (I) postponed more than a total of three (3) times, (II) held on a date later than the earlier of (x) twenty (20) Business Days after the date for which the Company Stockholder Meeting was originally scheduled prior to such postponement or adjournment (in the case of clause (iii)(B) excluding any postponements or adjournments required by applicable Law or fiduciary duty) and (y) three (3) Business Days before the End Date or (III) postponed if such doing so would require the setting of a new record date. If the Company Stockholder Meeting is postponed, the Company shall convene or reconvene, as applicable, the Company Stockholder Meeting at the earliest practicable after such filingdate on which the Company Board reasonably expects to have sufficient affirmative votes to obtain the Required Company Stockholder Approval. Unless the Special Committee or the Company Board, and Parent and acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change in accordance with Section 6.02, the Company shall use their its reasonable best efforts to keep solicit proxies in favor of the Registration Statement effective adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is terminated in accordance with Article VIII. Without the prior written consent of Parent or as long otherwise required by applicable Law, the matters contemplated by this Agreement shall be the only matters (other than matters of procedure and matters required by Applicable Law to be voted on by the Company’s stockholders in connections therewith) that the Company shall propose to be voted on by the Company’s stockholders at the Company Stockholder Meeting and, except as is necessary may be required by Applicable Law or Governmental Order, the Company shall not hold or convene any meeting of stockholders prior to consummate the Merger and the transactions contemplated herebyCompany Stockholder Meeting. The Company will cause shall provide reasonable updates to Parent with respect to the Proxy Statement to be mailed to its stockholders at proxy solicitation for the earliest practicable time after the definitive Proxy Statement is filed with the SECCompany Stockholder Meeting (including interim results) as reasonably requested by ▇▇▇▇▇▇. (d) Whenever If the Company or Parent, as applicable, determines that it is required to file any event occurs document other than the Joint Proxy Statement/Prospectus or Registration Statement, as applicable, with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Filing”), then the Company or Parent, as applicable, shall use its reasonable best efforts to promptly prepare and file such Other Required Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. Parent shall not file any Other Required Filing with the SEC without the written approval of the Company (which shall not be unreasonably withheld, conditioned or delayed), and Parent shall provide the Company and its counsel a reasonable opportunity to review and comment thereon, and Parent shall give good faith consideration to all reasonable additions, deletions or changes suggested by the Company or its counsel; provided, that, notwithstanding the foregoing, Parent shall not be required to provide the Company with an opportunity to review and comment on any portion of any Other Required Filing being filed by Parent which solely reflects information which is substantially similar to information that has been previously disclosed in other Parent SEC Documents (including, for the avoidance of doubt, the Joint Proxy Statement/Prospectus or Registration Statement). (e) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, or relating to any information supplied by Parent or the Company for inclusion in the Joint Proxy Statement/Prospectus or the Registration Statement, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, is required to be set forth in an amendment or a supplement to the Proxy Statement or Registration Statementsuch document, Parent and the Company, as applicable, will such party shall promptly inform the other party of such occurrence and shall cause parties hereto and, subject to Section 6.04(d), an appropriate amendment or supplement describing such information to shall be promptly filed with the SEC and/or mailed and, to stockholders of the extent required by Applicable Law, disseminated to the Company’s stockholders. Each party agrees to correct any information provided by it for use in the Joint Proxy Statement/Prospectus or the Registration Statement which shall have become false or misleading.

Proxy Statement and Registration Statement. (a) As promptly as practicable after FMC and Lehigh agree that they shall cooperate in the execution preparation of this Agreement, Parent and the Company filing with the Securities and Exchange Commission by Lehigh of a proxy statement/prospectus (the "Proxy Statement") in accordance with the Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be included in the registration statement of Lehigh referred to below and (ii) the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as may be appropriate (the "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock and Lehigh Preferred Stock to be issued pursuant to this Agreement and the shares of Lehigh Common Stock issuable upon conversion of the Lehigh Preferred Stock. Lehigh and FMC thereafter shall jointly prepare use all reasonable efforts to cause the Registration Statement (in which to become effective under the Proxy Statement will be included)1933 Act at the earliest practicable date, and Parent shall file (or cause take such actions as may reasonably be required under applicable state securities laws to be filed) permit the transactions contemplated by this Agreement. Lehigh shall advise FMC promptly when the Registration Statement with the SEC has become effective, and the Company Lehigh shall file the thereupon send a Proxy Statement with to its stockholders for purposes of the SECMeeting contemplated by this Agreement. The Proxy Statement shall include be mailed not less than 20 days prior to such meeting to all stockholders of record at their address of record on the notice to stockholders required under Washington Law that appraisal rights will be availabletransfer records of Lehigh. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments toEach party shall bear their respective out of pocket expenses, and the definitiveexpenses related to preparing documents, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made)financial statements, Parent shallschedules, exhibits, and like materials for inclusion in consultation with the Company, prepare and file any required amendments to the Registration Statement with Statement. Lehigh shall be responsible for the SECexpenses of filing the Registration Statement. (b) Parent Subject to the conditions set forth below, the parties agree to indemnify and hold harmless each other, their respective officers, directors, partners, employees, agents and counsel against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 9, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact made by the party against whom indemnification is sought and contained (1) in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement (as from time to time amended and supplemented) or any amendment or supplement thereto; or (2) in any application or other document or communication (in this Section 9 collectively called an "application") executed by or on behalf of either party or based upon written information filed in any jurisdiction in order to qualify the shares of Lehigh Common Stock and Lehigh Preferred Stock to be issued in connection with the Merger and the Company will shares of Lehigh Common Stock issuable upon conversion of the Lehigh Preferred Stock under the "Blue Sky" or securities laws thereof or filed with the Securities and Exchange Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; unless such statement or omission was made in reliance upon and in conformity with written information furnished to the indemnifying party from the party seeking indemnification expressly for inclusion in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of representation, warranty, covenant, or agreement contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability each party may otherwise have, including liabilities arising under this Agreement. If any action is brought against either party or any of its officers, directors, partners, employees, agents, or counsel ( an "indemnified party") in respect of which indemnity may be sought pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the other party (the "indemnifying party") in writing of the institution of such action (but the failure to so notify shall not relieve the indemnifying party from any liability it may have other than pursuant to this Paragraph 9(b)) and the indemnifying party shall promptly upon assume the receipt defense of such action, including the employment of counsel and payment of expenses (satisfactory to such indemnified party or parties). Such indemnified party or parties shall have the right to employ its or their own counsel in any comments from such case, but the SEC fees and expenses of such counsel shall be at the expense of such indemnified party or its staff parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies defense of all correspondence between Parent such action or the Company indemnifying party shall not have promptly employed counsel satisfactory to such indemnified party or any parties to have charge of their representatives, on the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one hand, and the SEC or its staff, on the more legal defenses available to it or them or to other hand, with respect indemnified parties which are different from or additional to the Proxy Statement and the Registration Statement. Parent and the Company shall provide those available to the other party (in any of which events such fees and its counsel) with a reasonable opportunity to review and comment on expenses shall be borne by the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent indemnifying party and the Company indemnifying party shall use their reasonable best efforts to not have the Proxy Statement cleared by right to direct the SEC and defense of such action on behalf of the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyindemnified party or parties. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth Anything in an amendment or supplement this paragraph to the Proxy Statement contrary notwithstanding, the indemnifying party shall not be liable for any settlement of any such claim or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Companyaction effected without its written consent.

Proxy Statement and Registration Statement. (a) As promptly FMC and Lehigh agree that they shall cooperate in the preparation of and the filing with the Securities and Exchange Commission by Lehigh of a proxy statement/prospectus (the "Proxy Statement") in accordance with the Securities Exchange Act of 1934 (the "1934 Act") and the applicable rules and regulations thereunder, to be included in the registration statement of Lehigh referred to below and (ii) the filing with the Securities and Exchange Commission, by Lehigh, of a registration statement on Form S-4 or such other Form as practicable after may be appropriate (the execution "Registration Statement"), including the Lehigh Proxy Statement, in accordance with the Securities Act of 1933 (the "1933 Act") and the applicable rules and regulations thereunder covering the shares of Lehigh Common Stock to be issued pursuant to this Agreement, Parent . Lehigh and the Company FMC thereafter shall jointly prepare use all reasonable efforts to cause the Registration Statement (in which to become effective under the Proxy Statement will be included)1933 Act at the earliest practicable date, and Parent shall file (or cause take such actions as may reasonably be required under applicable state securities laws to be filed) permit the transactions contemplated by this Agreement. Lehigh shall advise FMC promptly when the Registration Statement with the SEC has become effective, and the Company FMC and Lehigh shall file the thereupon each send a Proxy Statement with to their respective stockholders for purposes of the SECMeeting contemplated by this Agreement. The Proxy Statement Statements shall include be mailed not less than 20 days prior to such meetings to all stockholders of record at their address of record on the notice to stockholders required under Washington Law that appraisal rights will be availabletransfer records of FMC and Lehigh. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments toEach party shall bear their respective out of pocket expenses, and the definitiveexpenses related to preparing their respective Proxy Statement, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made)soliciting proxies, Parent shalland preparing documents, financial statements, schedules, exhibits, and like materials for inclusion in consultation with the Company, prepare and file any required amendments to the Registration Statement with Statement. Lehigh shall be responsible for the SECexpenses of filing the Registration Statement. (b) Parent Subject to the conditions set forth below, the parties agree to indemnify and hold harmless each other, their respective officers, directors, partners, employees, agents and counsel against any and all loss, liability, claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 9, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact made by the Company will party against whom indemnification is sought and contained (1) in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement (as from time to time amended and supplemented) or any amendment or supplement thereto; or (2) in any application or other document or communication (in this Section 9 collectively called an "application") executed by or on behalf of either party or based upon written information filed in any jurisdiction in order to qualify the shares of Lehigh Common Stock to be issued in connection with the Merger under the "Blue Sky" or securities laws thereof or filed with the Securities and Exchange Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; unless such statement or omission was made in reliance upon and in conformity with written information furnished to the indemnifying party from the party seeking indemnification expressly for inclusion in any Prospectus/Proxy Statement, the Registration Statement, or Proxy Statement, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of representation, warranty, covenant, or agreement contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability each party may otherwise have, including liabilities arising under this Agreement. If any action is brought against either party or any of its officers, directors, partners, employees, agents, or counsel ( an "indemnified party") in respect of which indemnity may be sought pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the other party (the "indemnifying party") in writing of the institution of such action (but the failure to so notify shall not relieve the indemnifying party from any liability it may have other than pursuant to this Paragraph 9(b)) and the indemnifying party shall promptly upon assume the receipt defense of such action, including the employment of counsel and payment of expenses (satisfactory to such indemnified party or parties). Such indemnified party or parties shall have the right to employ its or their own counsel in any comments from such case, but the SEC fees and expenses of such counsel shall be at the expense of such indemnified party or its staff parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies defense of all correspondence between Parent such action or the Company indemnifying party shall not have promptly employed counsel satisfactory to such indemnified party or any parties to have charge of their representatives, on the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one hand, and the SEC or its staff, on the more legal defenses available to it or them or to other hand, with respect indemnified parties which are different from or additional to the Proxy Statement and the Registration Statement. Parent and the Company shall provide those available to the other party (in any of which events such fees and its counsel) with a reasonable opportunity to review and comment on expenses shall be borne by the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent indemnifying party and the Company indemnifying party shall use their reasonable best efforts to not have the Proxy Statement cleared by right to direct the SEC and defense of such action on behalf of the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated herebyindemnified party or parties. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth Anything in an amendment or supplement this paragraph to the Proxy Statement contrary notwithstanding, the indemnifying party shall not be liable for any settlement of any such claim or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Companyaction effected without its written consent.

Proxy Statement and Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, Parent the Parties shall, in compliance with applicable law, (x) prepare and the Company shall jointly prepare the Registration Statement (in which the Proxy Statement will be included), and Parent shall file (or cause to be filed) the Registration Statement with the SEC and any applicable blue sky authorities the Company Registration Statement, and shall use all commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC and such authorities; and (y) prepare and file with the SEC and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter NorthPoint shall mail to the holders of record of shares of NorthPoint Common Stock, the Proxy Statement, provided, however, that NorthPoint -------- ------- shall not mail or otherwise furnish the Proxy Statement with the SEC. The Proxy Statement shall include the notice to its stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are unless and until: (i) it has received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement has been declared effective under the 1933 Act; (ii) Parent shall have received a letter of PricewaterhouseCoopers LLP, dated a date within two business days prior to the date of the first mailing of the Proxy Statement, and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements on Form S-4 with respect to the SEC.financial statements of NorthPoint included in the Proxy Statement and the Registration Statement; (b) Parent The parties will cooperate in the preparation of the Proxy Statement (including the preparation of the financial statements contained therein) and the Company Registration Statement and in having the Registration Statement declared effective as soon as practicable; and (c) Each Party will notify promptly inform the other party promptly upon Parties of the receipt by it of any comments from the SEC or its staff in connection with and of any request by the filing of, or SEC for amendments or supplements to, to the Proxy Statement or the Registration Statement or Proxy Statement, as applicable, for additional information and shall will supply each the other Parties hereto with copies of all correspondence between Parent or the Company or any of their it and its representatives, on the one hand, and the SEC or the members of its staffstaff or any other governmental official, on the other hand, with respect to the Proxy Statement and or the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing, and Parent and the Company shall use their reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or Registration Statement, Parent and the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the Company.

Proxy Statement and Registration Statement. (a) As promptly Preparation ------------------------------------------ and Filing. The parties will prepare and file with the SEC as soon as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare date hereof the Registration Statement (in which and the Proxy Statement will be included(together, the "Proxy/Registration Statement"), and Parent . The parties hereto shall file (or each use reasonable efforts to cause to be filed) the Registration Statement with the SEC and the Company shall file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to stockholders required under Washington Law that appraisal rights will be available. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), Parent shall, in consultation with the Company, prepare and file any required amendments to the Registration Statement with the SEC. (b) Parent and the Company will notify the other party promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement or Proxy Statement, as applicable, and shall supply each other with copies of all correspondence between Parent or the Company or any of their representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and the Registration Statement. Parent and the Company shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and Registration Statement and any amendments or supplements thereto prior to filing such with the SEC, and will provide Parent or the Company, as applicable, with a copy of all such filings made with the SEC. (c) Parent and the Company shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act by the SEC as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the shares of Parent Common Stock issuable in connection with the Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that no party shall be required to register or qualify as a foreign corporation or to take other action which would subject it to service of process in any jurisdiction where it will not be, following the Merger, so subject. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy/Registration Statement. The parties shall use reasonable efforts to cause the shares of Parent Common Stock issuable in the Merger to be approved for listing on the NYSE upon official notice of issuance. The information provided by any party hereto for use in the Proxy/Registration Statement shall be true and Parent and correct in all material respects without omission of any material fact which is required to make such information, in the circumstances under which it is provided, not false or misleading. No representation, covenant or agreement is made by or on behalf of any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement/ Registration Statement. (b) Letter of the Company's Accountant. Following receipt by ▇▇▇▇▇▇ ---------------------------------- ▇▇▇▇▇▇▇▇, LLP, the Company's independent auditor, of an appropriate request from the Company pursuant to SAS No. 72, the Company shall use their reasonable its best efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed delivered to its stockholders at Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP dated a date within two business days before the earliest practicable time after date of the definitive Proxy Statement is filed with the SEC. (d) Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or Proxy/Registration Statement, and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements similar to the Company, as applicable, will promptly inform the other party of such occurrence and shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and/or mailed to stockholders of the CompanyProxy/Registration Statement.