Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, MediaOne shall prepare and file the Proxy Statement with the SEC, and AT&T shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T and MediaOne shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Proxy Statement shall include the recommendation of the Board of Directors of MediaOne in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b). MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, MediaOne the Company and Parent shall prepare and file the Proxy Statement with the SEC, and AT&T shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T The Company and MediaOne Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Subject to Section 6.03, the Proxy Statement shall include the recommendation of the Board of Directors of MediaOne the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b). MediaOne The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Each of the Company and Parent shall use its reasonable efforts to ensure that the Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively. The fees payable to the SEC in connection with the filing of the Proxy Statement and the Registration Statement shall be borne equally by Parent and the Company.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, MediaOne Parent and the Company shall prepare the Proxy Statement and the Registration Statement, the Company shall file the Proxy Statement with the SEC, and AT&T Parent shall prepare and file the Registration Statement (in which the Proxy Statement will shall be included) with the SEC, and Parent and the Company shall cooperate with each other and use their respective reasonable best efforts in connection with the foregoing. AT&T In addition, Parent and MediaOne the Company shall use their respective reasonable best efforts to cause the Registration Statement to become effective under the 1933 Securities Act and the Proxy Statement to be cleared by the SEC, in each case as soon after such filing as practicable practicable, and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Proxy Statement shall include the recommendation of the Board of Directors of MediaOne in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b). MediaOne Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company’s stockholders as promptly as practicable after the Registration Statement becomes effective. The parties Parent and the Company shall promptly provide copiesto each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and or the Registration Statement and shall advise one another each other of any oral comments received from the SECSEC comments. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Securities Act and the 1934 Exchange Act, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, MediaOne the Company and Parent shall prepare and file the Proxy Statement with the SEC, and AT&T shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T The Company and MediaOne Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Unless the Company Board has effected an Adverse Company Recommendation Change, the Proxy Statement shall include the recommendation of the Board of Directors of MediaOne the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b)Agreement. MediaOne The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Each party shall be given an opportunity to participate in any discussions or meetings with the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Comcast and MediaOne shall prepare and file the Proxy Statement with the SEC, and AT&T Comcast shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T Comcast and MediaOne shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Proxy Statement shall include the recommendation of the Board of Directors of MediaOne in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b6.02(b), and the recommendation of the Board of Directors of Comcast in favor of approval of the issuance of Comcast Common Stock in the Merger and, if necessary, the amendment to the Comcast articles of incorporation contemplated by Section 2.03 hereof. Comcast shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, and MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively.

Proxy Statement; Registration Statement. (a) As promptly --------------------------------------- as practicable after the execution of this Agreement, MediaOne Newco and Concentric shall prepare and file the Proxy Statement with the SEC, and AT&T Newco shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T Newco, NEXTLINK and MediaOne Concentric shall use their reasonable best efforts to cause the Registration Statement (which Registration Statement shall also register such other securities issued or assumed in the Mergers or the Alternative Merger, as applicable, as is required by applicable law) to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the MergerMergers. The Proxy Statement shall include the recommendation of the Board of Directors of MediaOne Concentric in favor of approval and adoption of this Agreement and the MergerMergers, except to the extent the Board of Directors of MediaOne Concentric shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b7.2(b). MediaOne NEXTLINK shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders stockholders, and Concentric shall cause the Proxy Statement to be mailed to its stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, MediaOne the Company and Parent shall prepare and file the Proxy Statement with the SEC, and AT&T shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. AT&T Each of Parent and MediaOne the Company shall furnish all information as may be reasonably requested by the other in connection with any such the preparation and filing of the Proxy Statement and Registration Statement. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. The Company and Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Subject to Section 6.04, the Proxy Statement shall include the recommendation of the Board of Directors of MediaOne the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of MediaOne shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.2(b). MediaOne The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders shareholders as promptly as practicable after the Registration Statement becomes effective. The parties Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively.