Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Company shall prepare and cause to be filed with the SEC the Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares in connection with the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effective.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parent and Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the Proxy Statement and prospectus forming part of the registration statement on Form S-4 of Parent shall prepare and cause (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the registration under the Securities Act of Parent Common Stock to be filed with issued to Company's stockholders pursuant to the SEC Merger and (ii) the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, proxy statement with respect to the issuance Merger relating to the special meeting of Parent Subordinate Voting Shares Company's stockholders to be held to consider approval of this Agreement and the Merger (the "COMPANY STOCKHOLDERS' MEETING") (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Proxy Statement shall be provided to the NNM in connection accordance with the Mergerits rules. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable after the date hereof, and, if required, mail to its stockholders any amendment prior to the Form F-4 effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement or and the Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Proxy Statement that becomes necessary after shall be mailed to the date stockholders of Company. Each of the F-4 Registration parties hereto shall cause the Proxy Statement is declared effectiveto comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NNM.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Tribune and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement relating to the Proxy Statement meeting of the Company's stockholders to be held in connection with the Merger and Parent the meeting of Tribune's stockholders to be held in connection with the Merger, including the Share Issuance and the Tribune Charter Amendment (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT"), and Tribune shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the Form F-4 Registration Statement "REGISTRATION STATEMENT") in which the Proxy Statement will shall be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares in connection with the registration under the Securities Act of the Tribune Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent Tribune and the Company will use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Tribune shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of Tribune Common Shares in the Merger. Each of Tribune and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as As promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each shall have become effective, each of Parent and the Company and Tribune shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectiveto its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the date of this Agreement, the Company (i) Check-Cap, in cooperation with Keystone, shall prepare and cause a proxy statement relating to the Check-Cap Shareholder Meeting to be filed with the SEC the Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares held in connection with the Merger. Each of Parent Israeli Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and (ii) PubCo, Keystone and Check-Cap shall prepare, and PubCo shall file (and Keystone shall cause PubCo to file) with the Company shall furnish all information concerning it and SEC a registration statement on Form S-4 (the holders of its capital stock as the other may reasonably request “Registration Statement”), in connection with the preparation registration under the Securities Act of the Form F-4 Registration Statement and shares of PubCo Common Stock to be issued by virtue of the Proxy StatementMergers. Each of Parent Check-Cap, Keystone and the Company PubCo shall use all their commercially reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable andand remain effective through the Closing Date, if requiredand shall take all or any action required under any applicable federal, mail to its stockholders any amendment state, securities and other Laws in connection with the issuance of shares of PubCo Common Stock pursuant to the Form F-4 Mergers. Each of the Parties shall furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement or the and Proxy Statement. The Proxy Statement that becomes necessary after the date the F-4 and Registration Statement is declared effective.shall include, among other things, subject to Section 8.2, the Check-Cap Board Recommendation and any fairness opinions delivered to the Check-Cap Board in connection with the Transactions. 84

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Company shall prepare and cause to be filed with the SEC the Proxy Statement and Parent shall prepare and cause to be filed file with the SEC (i) a registration statement on Form S-4 (together with all amendments thereto, the Form F-4 "Registration Statement in which the Proxy Statement will be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares Statement") in connection with the Merger. Each registration under the Securities Act of the shares of Parent and Common Stock to be issued to the stockholders of the Company shall furnish all information concerning it pursuant to the Merger, and (ii) a proxy statement relating to the holders meeting of its capital stock as the other may reasonably request Company's stockholders to be held in connection with the preparation of Merger (together with any amendments thereof or supplements thereto, the Form F-4 Registration Statement and the "Proxy Statement"). Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with applicable Law and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable andpracticable, if required, mail to its stockholders and shall take all or any amendment action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Form F-4 Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement. As promptly as practicable after the Registration Statement or shall have become effective, the Company shall mail the Proxy Statement that becomes necessary after to its stockholders. Subject to Section 6.05(b), the date Proxy Statement shall include the F-4 Registration Statement is declared effectiveunanimous recommendation of the Board of Directors of the Company in favor of the Merger.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Acquiror and the Company shall prepare and cause to be filed file with the SEC preliminary proxy materials which shall consist of the Proxy Statement and Parent shall prepare and cause to be filed preliminary proxy statement in connection with the SEC vote of the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, Company's stockholders with respect to the issuance Merger and the other transactions contemplated hereby, and a preliminary prospectus in connection with the registration under the Securities Act of Parent Subordinate Voting Shares the Acquiror Common Stock to be issued in connection with the Merger. As promptly as practicable after all comments are received from the SEC with respect to the preliminary proxy materials and after the furnishing by Acquiror and the Company of all information required to be contained therein, the Company shall file with the SEC the definitive proxy statement to be sent or given in connection with the vote of the Company's stockholders at the Stockholders' Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement") and Acquiror shall file with the SEC the registration statement on Form S-4 containing the Proxy Statement and form of prospectus to be sent or given in connection with the registration under the Securities Act of the Acquiror Common Stock to be issued in connection with the Merger (together with any amendments thereto, the "Registration Statement"). Each of Parent Acquiror and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. Each of Acquiror and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectivesuch actions.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Company shall prepare and cause to be filed with the SEC the Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form F-4 S-4 Registration Statement Statement, in which the Proxy Statement will be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares Common Stock in connection with the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 S-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts its Reasonable Efforts to cause the Form F-4 S-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and SEC, to respond promptly to any comments of the SEC or its staff, staff and to have the Form F-4 S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the . Company to mail will cause the Proxy Statement to be mailed to Company's stockholders as promptly as practicable after the Form F-4 S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts its Reasonable Efforts to cause to become effective as promptly as practicable possible and, if required, mail to its Company's stockholders any amendment to the Form F-4 S-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 S-4 Registration Statement is declared effective.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC a registration statement on Form S-4 covering the Proxy Statement and Parent shall prepare and cause Common Stock to be filed with issued to the SEC Company stockholders in the Form F-4 Merger (the "S-4 Registration Statement Statement"), in which the a Prospectus/Proxy Statement will be included as a prospectusprospectus (the "Prospectus/Proxy Statement"), with respect to and any other documents required by the issuance of Parent Subordinate Voting Shares Securities Act or the Exchange Act in connection with the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 S-4 Registration Statement and (including the Prospectus/Proxy Statement Statement) to comply with the rules and regulations promulgated by the SEC and SEC, to respond promptly to any comments of the SEC or its staff, staff and to have the Form F-4 S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and . The Company will use all reasonable efforts to enable cause the Company to mail the Prospectus/Proxy Statement to be mailed to the Company's stockholders, as promptly as practicable after the Form F-4 S-4 Registration Statement is declared effective under the Securities Act. Each of The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 7.7. If any event relating to any of the Acquired Corporations occurs, or if the Company shall also promptly filebecomes aware of any information, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any that should be set forth in an amendment or supplement to the Form F-4 S-4 Registration Statement or the Prospectus/Proxy Statement that becomes necessary after Statement, then the date Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the F-4 Registration Statement is declared effectiveSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Tribune and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger and the meeting of Tribune's stockholders to be held in connection with the Merger, including the Share Issuance and the Tribune Charter Amendment (together with any amendments thereof or supplements thereto, the "Proxy Statement Statement"), and Parent Tribune shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the Form F-4 "Registration Statement Statement") in which the Proxy Statement will shall be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares in connection with the registration under the Securities Act of the Tribune Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent Tribune and the Company will use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Tribune shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of Tribune Common Shares in the Merger. Each of Tribune and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as As promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each shall have become effective, each of Parent and the Company and Tribune shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectiveto its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, (i) PubCo, in cooperation with the Company Company, shall prepare and cause to be filed file with the SEC a proxy statement relating to the PubCo Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement Statement”) and Parent (ii) PubCo, in cooperation with the Company, shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (the “Form F-4 Registration Statement S-4”), in which the Proxy Statement will shall be included as a prospectuspart (the Proxy Statement and the Form S-4, with respect to collectively, the issuance of Parent Subordinate Voting Shares “Registration Statement”), in connection with the registration under the Securities Act of the issuance of the shares of PubCo Common Stock to be issued by virtue of the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company PubCo shall use all its commercially reasonable efforts to (i) cause the Form F-4 Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, (iii) respond promptly to any comments or requests of the SEC or its staffstaff related to the Registration Statement, to and (iv) have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. PubCo shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of shares of PubCo Common Stock pursuant to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities ActMerger. Each of Parent the Parties shall reasonably cooperate with the other Party and furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to preparation of the Form F-4 Registration Statement or the and Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectiveStatement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parent and Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the Proxy Statement and prospectus forming part of the registration statement on Form S-4 of Parent shall prepare and cause (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the registration under the Securities Act of Parent Common Stock to be filed with issued to Company's stockholders pursuant to the SEC Merger and (ii) the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, proxy statement with respect to the issuance Merger relating to the special meetings of Parent Subordinate Voting Shares Company's stockholders to be held to consider approval of this Agreement and the Merger (the "COMPANY STOCKHOLDERS' MEETING") (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Proxy Statement shall be provided to the NNM in connection accordance with the Mergerits rules. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable after the date hereof, and, if required, mail to its stockholders any amendment prior to the Form F-4 effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement or and the Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Proxy Statement that becomes necessary after shall be mailed to the date stockholders of Company. Each of the F-4 Registration parties hereto shall cause the Proxy Statement is declared effectiveto comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NNM.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, (i) PubCo, in cooperation with the Company Company, shall prepare and cause to be filed file with the SEC a proxy statement relating to the PubCo Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement Statement”) and Parent (ii) PubCo, in cooperation with the Company, shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (the “Form F-4 Registration Statement S-4”), in which the Proxy Statement will shall be included as a prospectuspart (the Proxy Statement and the Form S-4, with respect to collectively, the issuance of Parent Subordinate Voting Shares “Registration Statement”), in connection with the registration under the Securities Act of the issuance of the shares of PubCo Common Stock to be issued by virtue of the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Form F-4 Registration Statement and the Proxy Statement. Each of Parent and the Company PubCo shall use all its commercially reasonable efforts to (i) cause the Form F-4 Registration Statement and the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, (iii) respond promptly to any comments or requests of the SEC or its staff, staff related to the Registration Statement and (iv) have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. PubCo shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of shares of PubCo Common Stock pursuant to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities ActMerger. Each of Parent the Parties shall reasonably cooperate with the other Party and furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders any amendment to preparation of the Form F-4 Registration Statement or the and Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectiveStatement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Company shall prepare and cause to be filed with the SEC the Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form F-4 Registration Statement in which the Proxy Statement will be included as a prospectus, with respect to the issuance of Parent Subordinate Voting Shares in connection with the Merger. Each of Parent and the Company shall furnish all information concerning it jointly prepare, and the holders Company and Parent shall file with the SEC, a document or documents that will constitute (i) the prospectus forming part of its capital stock as the other may reasonably request registration statement on Form S-4 of Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the preparation registration under the Securities Act of the Form F-4 Registration Statement Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the proxy statement (which may be an information statement) with respect to the Merger relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") to be held to consider approval of this Agreement and the Proxy StatementMerger contemplated hereby (together with any amendments thereto, the "PROXY STATEMENT"). Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall also promptly file, use all reasonable efforts to cause to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Proxy Statement shall be mailed to the stockholders of the Company and, if required, mail of Parent. Notwithstanding the foregoing, Parent shall have no obligation to its stockholders any amendment to file the Form F-4 Registration Statement or the Proxy Statement that becomes necessary after the date the F-4 Registration Statement is declared effectiveprior to December 31, 1997.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the date of this Agreement, ADS and the Company shall cooperate and promptly prepare and cause to be filed file with the SEC as soon as practicable (i) the Company Proxy Statement, (ii) the ADS Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form F-4 (iii) a Registration Statement in which on Form S-4 (the Proxy Statement will be included as a prospectus"Form S-4") under the Securities Act, with respect to the issuance of Parent Subordinate Voting Shares ADS Common Stock issuable in connection with the Merger. Each , and a portion of Parent and which Registration Statement shall also serve as the Company shall furnish all information concerning it and Proxy Statement. The respective parties will cause the holders of its capital stock as Company Proxy Statement, the other may reasonably request in connection with the preparation of the Form F-4 Registration ADS Proxy Statement and the Proxy Statement. Each of Parent and the Company shall use all reasonable efforts to cause the Form F-4 Registration Statement and the Proxy Statement S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. ADS shall use all reasonable efforts, and the Company will cooperate with ADS, to cause the Form S-4 to be declared effective by the SEC and to respond promptly to any comments of the SEC or its staff, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, and to enable continue to be effective as of the Company to mail the Proxy Statement as promptly as practicable after the Form F-4 Registration Statement is declared effective under the Securities ActEffective Time. Each of Parent and the Company ADS shall also promptly file, use all its reasonable efforts to cause to become effective as promptly as practicable andobtain, if required, mail to its stockholders any amendment prior to the effective date of the Form F-4 Registration S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. No amendment or supplement to the Company Proxy Statement, the ADS Proxy Statement or the Proxy Statement that becomes necessary Form S-4 will be made by ADS or the Company without the approval of the other party, which approval shall not be unreasonably withheld. ADS will advise the Company, promptly after it receives notice thereof, of the date time when the F-4 Registration Statement is declared Form S-4 has become effective, the issuance of any stop order of any Governmental Authority, or the suspension of the qualification of the ADS Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction.