Common use of Preparation of Filings Clause in Contracts

Preparation of Filings. (a) Source and Cableshare shall cooperate in: (i) the preparation of any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be required under the Act in connection with the transactions contemplated by this Agreement and the Plan of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall supply the other with copies of all correspondence received from the staff of any securities regulatory authority with respect to the Cableshare Information Circular. 2.9

Preparation of Filings. (a) Source The parties acknowledge that Parent and Cableshare shall cooperate in: (i) the preparation of any application for Company have, on June 15, 2000, made the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare filings required to be necessary made pursuant to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including xxx "blue sky lawsXXX Xxxxxx") in connection with the issuance transactions contemplated hereby. As promptly as practicable after the date of the Exchangeable Shares this Agreement, Parent and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky Company shall properly prepare and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take file any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Plan of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders Stockholder as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Parent in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 5.5. The Parent and the Company will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from any government officials for amendments or supplements to the staff of HSR Filing or any securities regulatory authority on the Cableshare Information Circular other Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerge, the HSR Filing or any other Filing. 2.9Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to the HSR Filing or any other Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, such amendment or supplement.

Preparation of Filings. (a) Source SVT shall prepare, and Cableshare the other Parties shall cooperate in: (i) co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any applications for Regulatory Approvals, with the exception of any applications required in order to comply with the HSR Act, and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including any listing statement required to be filed with the CSE in connection with the SVT CSE Approval and the Business Combination, required in connection with the Contemporaneous Agreements, this Agreement and the Business Combination and the preparation of any application required documents, in each case as reasonably necessary for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary Parties to discharge their respective obligations under United States and Canadian federalthe Contemporaneous Agreements, provincialthis Agreement, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be required under the Act in connection with the transactions contemplated by this Agreement Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by the Contemporaneous Agreements and this Agreement, including their obligations under applicable Laws. (b) Each of Source and Cableshare SVT shall furnish to the other all Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document (including any listing statement with the CSE), a copy of each document to be filed or submitted. It is acknowledged and agreed that neither Nevada Holdco nor any of Bxxxx, Briteside, Sea Hunter, or Fxxxx shall be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of Nevada Holdco, the Provinces of British Columbia and Ontario, the United States and the various States therein) in order to complete the Business Combination. Nevada Holdco, SVT, and Fxxxx shall use their commercially reasonable efforts to promptly make such information concerning it securities and its shareholders other regulatory filings in the United States or other jurisdictions as may be required for necessary or, in its sole discretion, desirable in connection with the effectuation completion of the actions described in sections 2.6 Business Combination. Each Party shall provide to the other all information regarding the Party and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished its affiliates as required by it applicable Securities Laws in connection with such actions filings. Each Party shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact expert information required to be stated included in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source filings and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or identification in such application. In any filings of each such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall supply the other with copies of all correspondence received from the staff of any securities regulatory authority with respect to the Cableshare Information Circular. 2.9advisor.

Preparation of Filings. (a) Source and Cableshare shall cooperate in: (i) As promptly as practicable after the preparation date of any application for the orders referred to in section 2.7this Agreement, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement Alloy and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under Stockholders shall properly prepare and file any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Alloy shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Alloy with all information concerning the Company and the Plan of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders Stockholders as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Alloy in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 5.1. Alloy, the Company and the Stockholders will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall others promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular government officials for amendments or supplements to any Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerger or any Filing. 2.9Except as may be prohibited by any Legal Requirement or any Governmental Authority, Alloy and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to any Filing, Alloy, the Company and the Stockholders, as the case may be, shall promptly inform the other parties of such occurrence and cooperate in filing with any government officials, such amendment or supplement.

Preparation of Filings. (a) Source and Cableshare shall cooperate in: (i) As promptly as practicable after the preparation date of any application for the orders referred to in section 2.7---------------------- this Agreement, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement Parent and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under Stockholders shall properly prepare and file any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Stockholders shall promptly furnish Parent with all information concerning DCI and the Plan of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders Stockholders as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Parent in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 6.1. Parent and the Stockholders will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular government officials for amendments or supplements to or any Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerger or any Filing. 2.9Parent and the Stockholders shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to any Filing, Parent and/or the Stockholders, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, and/or mailing to the Stockholders, such amendment or supplement.

Preparation of Filings. (a) Source As promptly as practicable after the date of this Agreement, Alloy and Cableshare CASS shall cooperate in: (i) the preparation of properly prepare and file any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Alloy shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement and (collectively, the Plan of Arrangement"Filings"). (b) Each of Source and Cableshare CASS shall promptly furnish to the other Alloy with all such information concerning it CASS and its shareholders Stockholder as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Alloy in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 5.4. Alloy and CASS will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular government officials for amendments or supplements to or any Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerger or any Filing. 2.9Alloy and CASS shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to any Filing, Alloy and/or CASS, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, and/or mailing to Stockholder, such amendment or supplement.

Preparation of Filings. (a) Source As promptly as practicable after the date of this Agreement, Parent shall properly prepare, file and Cableshare mail, if applicable, and the Company shall fully cooperate in: (i) in the preparation of of, any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act (including, but not limited to, the information required by Rule 14f-1 to be filed and mailed to the stockholders of Parent), the Securities Act of 1933, as amended (the "SECURITIES ACT"), or any other federal or state laws and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement and (collectively, the Plan of Arrangement"FILINGS"). (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement party will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular government officials for amendments or supplements to any Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other party with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerger or any Filing. 2.9Each party shall promptly provide the other party (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to any Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, and/or mailing to the stockholders of the Company, such amendment or supplement.

Preparation of Filings. (a) Source The parties acknowledge that Parent and Cableshare shall cooperate in: (i) ---------------------- the preparation of any application for Company have, on June 15, 2000, made the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare filings required to be necessary made pursuant to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including xxx "blue sky lawsXXX Xxxxxx") in connection with the issuance transactions contemplated hereby. As promptly as practicable after the date of the Exchangeable Shares this Agreement, Parent and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky Company shall properly prepare and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take file any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Plan of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders Stockholder as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Parent in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 5.5. The Parent and the Company will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from any government officials for amendments or supplements to the staff of HSR Filing or any securities regulatory authority on the Cableshare Information Circular other Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerge, the HSR Filing or any other Filing. 2.9Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to the HSR Filing or any other Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, such amendment or supplement.

Preparation of Filings. (a) Source and Cableshare shall cooperate in: (i) In the preparation of event that VC determines in its sole discretion to make any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, filings that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be required under the Securities Act or the Exchange Act ("SEC Filings"), if requested by VC or its representatives, as promptly as practicable after the date of this Agreement, OP shall provide to VC and its counsel for inclusion in connection with any SEC Filings in form and substance satisfactory to VC and its counsel, such information concerning OP, its operations, capitalization, technology, share ownership and other material as VC or representatives may reasonably request. As promptly as practicable after the date of this Agreement, VC and OP shall prepare and file any other filings required relating to the transactions contemplated by this Agreement Agreement, including, without limitation, under the HSR Act, FCC Filings, state and local public utility commissions or similar entities or other governmental entity filings (the Plan of Arrangement"Other Filings"). (b) Each of Source OP and Cableshare shall furnish VC agree to the other all such information concerning it and its shareholders as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any written comments from any government officials with respect to the staff of any securities regulatory authority on the Cableshare Information Circular and of filing or any request by for amendments or supplements to the staff of any securities regulatory authority HSR Filings, the FCC Filings and Other Filings or for any amendment thereof or supplement thereto, additional information and shall will supply the other with copies of all correspondence received from between VC and OP, as the staff case may be, or any of any securities regulatory authority its representatives, on the one hand, and the government officials, on the other hand, with respect to the Cableshare Information CircularHSR Filings, the FCC Filings and Other Filings. 2.9The HRS Filings, FCC Filings and the Other Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to the HSR Filings, FCC Filings or any Other Filings, VC or OP, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the FCC or its staff or any other government officials.

Preparation of Filings. (a) Source Parent and Cableshare the Company shall cooperate use their reasonable efforts to co-operate with one another in: (i) the preparation of any application for the orders referred to in section 2.7orders, any required registration statements and any other documents reasonably deemed by Source Parent or Cableshare the Company to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial federal or state securities laws and under Canadian Securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial United States federal or state securities Laws laws (including "blue sky laws") and any applicable Canadian Securities Laws in connection with the issuance of the Exchangeable Shares and the Source Parent Common Shares Stock in connection with the ArrangementArrangement or the issuance and exercise of the Replacement Options or Replacement Warrants, if any are outstanding immediately prior to the Effective Time; provided, however, that that, notwithstanding anything to the contrary contained in this Agreement, with respect to the United States "blue sky sky" and Canadian provincial qualifications qualifications, neither Source Parent nor Cableshare the Company (or any Subsidiary or Affiliate of Parent or the Company) shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction reporting issuer where any such entity Entity is not now or on the Effective Date so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Sharesregistered or qualified; and (iii) the taking of all such action as may be required under the Act OBCA in connection with the transactions contemplated by this Agreement and the Plan of Arrangement. (b) Each of Source Parent and Cableshare the Company shall furnish to the other all such information concerning it and its shareholders as may be required for the effectuation of the actions described in sections 2.6 Section 1.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be usedSection 1.7. (c) Source Each of Parent and Cableshare the Company will notify the other promptly of the receipt of any comments from Canadian Securities Commissions, the SEC or its staff and of any request by Canadian Securities Commissions, the SEC or its staff for amendments or supplements to the Management Proxy Circular or a registration statement described in Section 1.6 or for additional information, and will supply the other with copies of all correspondence with Canadian Securities Commissions, the SEC or its staff with respect to the Management Proxy Circular or any such registration statement. Parent and the Company shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information 6. <PAGE> Management Proxy Circular or an application for an order or a registration statement described in section 2.7 Section 1.6 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Cableshare Information Management Proxy Circular or such applicationapplication or registration statement. In any such event, Source Parent and Cableshare the Company shall cooperate co- operate in the preparation of a supplement or amendment to the Cableshare Information Management Proxy Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare the Company and/or filed with the OSC and other relevant securities regulatory authoritiesauthorities and/or stock exchanges. (d) Each party The Company shall ensure that the Cableshare Information Management Proxy Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without Legal Requirements. Without limiting the generality of the foregoing, the Company shall ensure that the Management Proxy Circular provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular Company Securityholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Cableshare ShareholdersCompany Securityholders' MeetingMeeting and Parent shall provide all information regarding Parent reasonably necessary for the Company to do so. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall supply the other with copies of all correspondence received from the staff of any securities regulatory authority with respect to the Cableshare Information Circular. 2.92.

Preparation of Filings. (a) Source and Cableshare shall cooperate in: (i) As promptly as practicable after the preparation date of any application for the orders referred to in section 2.7this Agreement, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement Parent and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under Company shall properly prepare and file any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be filings required under the Exchange Act, the Securities Act or any other Federal or state laws and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in connection with each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Plan stockholders of Arrangement. (b) Each of Source and Cableshare shall furnish to the other all such information concerning it and its shareholders Company as may be required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished reasonably requested by it Parent in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions any action contemplated by this Agreement Section 5.5. The Parent and the Company will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Source and Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular government officials for amendments or supplements to any Filing or for additional information and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall will supply the other with copies of all correspondence received from between such party or any of its representatives, on the staff of one hand, and any securities regulatory authority government officials, on the other hand, with respect to the Cableshare Information CircularMerger or any Filing. 2.9The Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to any Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, and/or mailing to the Stockholders, such amendment or supplement.